Portal: GLaDOS and Me
by iammemyself
Summary: Wheatley, hacker under the employ of Aperture Laboratories, somehow ends up on the GLaDOS Project. His job: To teach her until she's able to learn on her own. But as happens with the best students, Wheatley ends up being the one learning the lessons… WheatDOS at the end. Human!Wheatley, Core!GLaDOS.
1. Chapter 1

Chapter One

"There it is."

"Why've you brought me here, anyway? I thought… I don't have clearance for this project, Henry. We could both be in, well, things could go um, _very badly_ for both of us."

Henry slapped an arm around his shoulders and led him into the room. "You've got clearance today, Wheatley. Let's go."

Out of the corner of his eye, Wheatley noticed droves of scientists rushing back and forth, connecting and disconnecting long spools of wire, marking down notes on what seemed to be far too many clipboards, but what drew most of his attention was the… the… well, he wasn't sure what to call it, but it was huge, upwards of forty feet long. It reminded him of a sleeping giant. Just hanging there, upside-down, waiting for… Wheatley swallowed hard, remembering the story about giants and Englishmen. That story ended well for the boy, he was pretty sure, but seeing as he was actually from South Wales, well, he'd best keep out of the way.

"Why's it so big? Wouldn't a computer've done?"

"Oh, there's a computer _in_ there," Henry answered, scribbling across a clipboard he'd procured from someplace, "but we figured… well, Caroline's used to having a body, and all."

"So… she made it?" Wheatley whispered, having nowhere near the clearance to even know about _that_ part of the experiment, but Henry had been happy to oblige Wheatley's interrogation after one too many free drinks.

"We don't know yet."

"You didn't do it while the computer was on?"

Henry shook his head. "It's like surgery. You don't add a new organ while the body's awake, right?"

"But… where're you going to put a new organ?" Wheatley asked, confused. "There's no place in us to add _more_ of them."

"That's not what the guys down in Human Physio tell me," Henry said, winking, and Wheatley blanched. He did _not_ need to hear that. He had never done well with the nastier side of things, and even the thought of someone cramming an extra organ into him made his stomach turn.

"So uh," he said hurriedly, "so you decided to let me see the um, the whole, uh…"

"Yes, you get to see if the experiment worked," Henry droned, chewing on the end of his pen. He was well used to guessing the ends of Wheatley's sentences. "You're the impartial observer."

"The what?"

"We're all going to be noting what happens, right?" Henry answered, waving in the general direction of the clipboard-wielding scientists. "But we've all got a stake in this. We're going to say whatever makes us look good. But you have nothing to do with this. This has got nothing to do with hacking into Black Mesa's mainframe. You're the control group for the experiment, really. Just note down what you see," and here he shoved a clipboard into Wheatley's chest, "and turn it into us after you've written it up nicely."

Wheatley grimaced and grasped the clipboard reluctantly, rubbing at his chest. His handwriting was so bad not even his mother could decipher it, let alone Wheatley. He hated it when he had to take notes.

"You done spelling things out to Wheatley, Hank?" Greg called, and Wheatley had to refrain from rolling his eyes. Just because he got a bit _confused_ every now and then didn't mean he was _stupid_.

"We're good," Henry called back, giving him a thumbs up. "Let's get this show on the road."

Wheatley stood on the outside of the ring of scientists, which had been reduced to eight or so when he wasn't looking, and again found his eye drawn to the construct hanging from the ceiling. He wondered how much it weighed. It looked dreadfully heavy. Didn't really make sense why it was so huge, either. Surely a much _smaller_ robot would've done the trick. He shrugged to himself and folded his arms, trapping his clipboard against his chest. Not like anyone cared what he had to say, anyway.

"Start 'er up," Greg shouted to someone behind Wheatley, and he turned, startled, to see a white-haired scientist tapping away at a computer in the corner. The scientist stood up straight, holding one arm horizontally across his chest and the other bent towards the keyboard, one finger touching some key or other.

"May God have mercy on us," he intoned gravely, and everyone around Wheatley laughed as the finger dipped out of sight.

He turned back to the construct, heart picking up speed, and the room went silent. Then the primary hard disks began to turn, at first so slowly that it looked as if they were too heavy to move at all, then rotating at a higher frequency. The scientist in front of Wheatley elbowed the man next to him, turning to face him with a frown across his face.

"I thought we agreed to boot the fans first?"

The other man shrugged. "First, second, doesn't matter."

It was terribly strange, Wheatley thought, that they could actually _hear_ the construct powering up; he imagined he could almost see the electricity rushing through the wires, spreading out into the various components, and starting them up. With a noise not unlike that of industrial fluorescent lights, the optic flared to life. It dimmed after a few seconds, and the construct twitched, but that was all.

"That's… unexpected," Henry muttered into Wheatley's ear, and he nearly jumped out of his skin. He stared at Henry, eyes wide and heart in his throat, but Henry merely frowned down at his clipboard and then up at the construct.

"Doesn't look like it worked," Greg whispered to Henry. "She should've raised the chassis by now."

Henry nodded. "Just a giant robot, then."

"Well, we've got the DOS too."

"They're a dime a dozen. This was supposed to be the moon shot!"

"Shut it down, then?" called the scientist in the corner.

"Yeah. It didn't work."

Wheatley let the scientists flurry around him, muttering about how things never went the way they were supposed to, staring up at the robot and trying to breathe. He was getting an idea.

Wheatley was well known for his… misguided… insights, but surely they would listen to him this time. They had nothing to lose, right?

"Why don't you help her along a bit?" he shouted to the scientist, who was already tapping away at the keyboard. "Maybe she doesn't know how to uh… to lift it."

"If she'd connected with the AI properly, she would," the scientist said, rolling his eyes.

"Well… maybe the AI doesn't know how to do it either," Wheatley suggested. "Maybe they're all confused and they don't know what's what, y'know?"

The scientist sighed, shaking his head. "I'll do it if you shut up. Deal?"

"Sure," Wheatley answered, turning around again.

With the grinding of gears and the whining of pistons, the lower half of the chassis lifted until it was almost parallel with the ground, and the scientist raised his hand in a 'you see?' position. "It doesn't work. It – "

The chassis had shuddered once, halting the entire room as if they'd been flash-frozen, and there was a collective intake of breath.

"Send it another one," Greg yelled. The scientist must have obliged, because the giant… head? Wheatley didn't know what they were calling it - tilted thirty degrees, so that it was now hanging over them and staring down like some sort of disabled god.

"Come on," Henry muttered, knuckles white around his clipboard. "We're _so close_…"

All of a sudden the chassis fell to the floor as if it had suddenly broken, and they gasped and stepped backward. The construct started shaking its head violently, swinging back and forth, and Henry whispered, "Yes!" just as Greg squinted at it, saying, "What is it _doing_?"

"Caroline?" one of the scientists closest to the construct yelled, and it swung up until it was directly in line with the scientist and stared at him, unmoving. The scientist frowned. "What are you doing?"

Wheatley watched nervously as the great yellow light on the thing twitched unevenly over them, and he honestly got the impression the robot didn't have any clue what it was doing. As if it was only doing these things because of the commands the scientist in the corner had sent it. As if all it knew how to do was what it had been _told_ how to do.

"I'm getting independent movement outputs in the log!" the scientist in question called out. "It works!"

The scientists started cheering, putting their fists in the air and throwing their clipboards and congratulating one another, but Wheatley jumped, surprised at the sudden change in demeanour. He watched with growing trepidation as the construct first turned to one side of the room, then the other, then looked up at the ceiling and repeated the whole cycle over again. Then all of a sudden it started… well, he wasn't actually sure what it was doing, but it almost seemed to be _throwing _itself out as far as it could…

"What in the hell – " Henry said, baffled, not seeming to notice as a wayward clipboard bounced off the back of his head. "That doesn't make any sense."

It swung back down to what Henry called the default position, slack towards the floor, and stayed like that for a few moments. Then it again resumed the throwing motion, and to Wheatley it seemed to be almost… desperate.

"What's going on?" one of the scientists asked, a black man with a spray of curly black hair, and the scientist in the corner shrugged.

"I'm just getting movement outputs. Nothing else."

That was when the noise started.

Wheatley had heard that one of the most grating sounds ever to cross human ears was fingernails on a chalkboard. Never actually having heard it, he nonetheless imagined that this noise was just like that, only ten times worse. It was eight or ten computer tones all at once, threaded heavily with static and wavering painfully from extremely high to extremely loud, all of them staggeringly dissonant. The scientists cried out and covered their ears, ducking away from it, and Wheatley's heart revved up again as he watched, horrified, as the construct strained against itself, pulling outward as far as it could go. It writhed and jerked, the tones so loud it almost felt as though they were pressing down on them, and some of the scientists looked as though they might've been yelling. Wheatley couldn't tell for sure because his hands were clenched around his own ears. It didn't help, but it was a bit reassuring, at least. He squinted up at the straining construct, for the life of him unable to figure out what it was doing.

"Shut it off! Shut it off!" Henry screamed, and after a few more moments the noise cut off, the chassis dropping towards the floor, and Wheatley stood up straight and uncovered his ears as it gradually swung to a stop.

"Well, we made AI," Greg said bitterly, picking up his clipboard and brushing it off, "but it looked like it was completely nuts! What the hell was that?"

Henry shook his head. "We'll go over it. There's gotta be something in the logs we can use to figure out what went wrong."

Wheatley stood staring up at the construct, his throat very dry, until Henry came up behind him and smacked him on the back of the head with one of the clipboards. Wheatley winced, his face screwing up in pain, and he turned, raising a hand to the back of his head.

"Time to get going," Henry said tiredly. "God, we've been working on this thing for so long. I just want to get it done. Why did this have to happen? You'd think something would go right, for once."

Wheatley didn't answer, following him out of the room as best he could, seeing as he was half-turned around so that he could keep his gaze on the still and silent machine in the centre of the room. Something wasn't sitting quite right. He didn't know what, or why, but he just had this feeling that they were missing something. Something important.

**Author's note**

**I'm so sorry, guys, for those of you who are following me and actually read everything I post... but I've written so much of this in the last two days that I need to post it.  
**

**So, yeah. Human Wheatley hangs out with core GLaDOS. More to come. **


	2. Chapter 2

Chapter Two

Wheatley sat up, gasping, and tried to untangle the sheet from around his legs, promptly spilling himself over the side of the bed and onto the floor. Happily, his nighttime thrashing had knocked most of his pillows on the floor and the landing wasn't too hard, though there was a sharp, jarring pain through his right hip that made him clench his teeth. Annoyed, he struggled with the sheet a few moments longer, eventually rolling free and standing up, one hand feeling across the nightstand for his glasses. Once he'd gotten them on his face he sat down on the edge of the bed, elbows on his knees and hands folded together, staring pensively at the floor.

They'd missed something. Something very, very important. He'd managed to forget about the whole thing once he'd dropped his car keys into the register, tripped over his shoes, and left the front door wide open, but so far as he could tell the nightmare had been a vivid memory of what had happened. And that _noise_… it sounded almost like –

Wait.

He frowned, unlacing his fingers and rubbing at the crease next to his left eye, almost knocking his glasses off in the process. They'd been trying to build AI, right? And AI was… a computer that could think for itself, right? So… maybe this computer had thought for itself. That noise meant something, and that whole movement business meant something. He still wasn't sure what the latter had been trying to achieve, but he did know what a scream sounded like. And that was exactly what the noise reminded him of.

Okay, so… if the computer was trying to scream… but why would it do such a thing? He tried to think of when it had started. It had started when… when the scientists had begun to celebrate. It was then that the construct had started to behave so violently. He rubbed his forehead with his left thumb and index finger and tried to think. What had changed in the room to cause that? Well… there'd been a lot of noise, suddenly, and a lot of movement. And he'd been startled, he remembered that.

That was it.

He lifted his head suddenly, staring through the open door into the darkened hallway, where he could just barely make out the stairs that he regularly tripped down entirely, and tried to hash out his idea. Maybe… maybe the computer had been startled too. No, not startled… it had looked almost… _afraid_.

His right hand gripped the edge of the mattress, and he looked to his right for no reason in particular as the idea grew inside his head. Yes. Yes, that made… well, it _almost_ made sense. But if the computer was _alive, _as the scientists had wanted it to be… and it had been _scared_, and it had been _screaming_, and… and… his eyes travelled up the edge of his headboard, a combination of nervousness and sadness in his chest.

Could it have been trying to run away?

The more he thought about it, the more it made sense. It had clearly been throwing itself, but the only reason for it do to that would to be to try to get itself out of the ceiling. And… crazy thought!… maybe it didn't actually _know_ it was connected to the ceiling.

Maybe… maybe it didn't know anything.

And they'd just… shut it off. And they were going to poke around inside of it in the morning.

Wheatley's eyes darted over the darkened room, and he stood up quickly. He rummaged around under the pile of pillows and unearthed his t-shirt, then ran out of the room, tripping over the top stair and only saving himself with an extended, stiffened arm reaching out in front of him and gripping the handrail. Oi, you'd think he'd be able to walk down a set of stairs by now!

He stuffed his bare feet into his shoes and threw his coat over his shoulders, keys in his mouth. He barely remembered to shut the door before he left, let alone lock it, but when he'd finally got that sorted he ran out to his car and put it in gear. He'd reversed a good twenty feet before he realised that hydro poles did not try to run into cars and hurriedly put the car in drive. Ohh, this was going to be a long trip.

Aperture was cold and dark at night.

He stepped cautiously through the facility, not quite remembering which member of Janitorial was on shift tonight. If it was Bob, he was in luck. Joe, not so much. Joe liked to chase Wheatley out of the building with a wet mop, which was not fun even when he didn't get any bleach in his eyes. He luckily didn't meet anyone on the way, but now he was stuck staring at the heavy metal door, which his card did not have clearance for and he could not have used even if it had. Wheatley had had so many late-night accidents that he wasn't actually allowed in the facility after eleven o'clock. He'd been hoping that some kind soul would have left the door open, but no such luck. Okay then. Hacking it was.

Wheatley returned the way he'd come and slipped into one of the offices, waking up the computer and logging into it as Henry. He stood bent over the keyboard, cracked his knuckles, and got to work.

Wheatley had been hired at Aperture some months ago to hack into the Black Mesa mainframe, or at least the database, so that Aperture could get proof that Black Mesa had been stealing their patents out from under them. He'd actually been working at Black Mesa at the time of his hire, as an assistant to some big-shot nervous physicist, and had initially been approached by a shady man with sunglasses asking if he wanted to become a spy for Aperture. Wheatley had had to sheepishly admit that he was about to get fired for repeatedly hacking into the mainframe. He couldn't help it. The nervous physicist wasn't allowed to actually tell him what they were doing, and Wheatley's curiosity often got the better of him. He'd been caught every time he'd done it, but the mere fact that he'd gotten into it in the first place was a miracle in and of itself. The shady man had seen this as even better and had produced a contract right then and there. Wheatley had been very flattered, signing it without reading it, and now here he was, hacking into Aperture's door mainframe so he could get into the Central AI Chamber. It was fairly easy, and as soon as he got the notification that the door was open he logged Henry out and bolted. It would not stay open long.

He stumbled underneath the door and caught himself before he fell, gripping the backrest of the chair just inside the room, his eye inexorably drawn to the construct. It really did look like it was sleeping. Well, he was about to wake it up.

He spun the chair around and straddled it, quickly accessing the files from the previous day. Hm… seemed that ' ' had got all of the action started yesterday. Very well. But wait, wait… booting that seemed to boot literally hundreds of other programs as well. He frowned, scrolling down the list. Well, no wonder the computer'd gone off its trolley! Bit rude, really, to wake someone up for the first time and then ask them to run your entire facility for you. Safe mode, safe mode… there had to be a safe mode around – aha! He highlighted the selection and triumphantly pressed the Enter key. Then he turned to watch as the hard drives began their ponderous turn, a bit of yesterday's trepidation creeping into his stomach. If the construct started screaming now, Janitorial would hear for sure. He'd be trapped in this room with it until someone came to shut it down. But though he was sure the hard drives and the fans were at full capacity now, the construct didn't move. The optic hadn't even come on, and Wheatley frowned at the screen. Maybe Safe Mode was only for debugging, or something? No… they wouldn't need the hard drives for that.

Well, what would he do if he woke up after being scared out of his wits?

He'd… probably lie there for a bit, trying to scope out the situation. Suddenly encouraged, his eyebrows jerked upward and he looked over his glasses at the construct, even though he couldn't actually see anything when he did that. Made him feel clever, though, and he'd just had a clever thought.

It was playing dead, wasn't it.

He went to call out to it, then realised he didn't know what it was named. The program was called… he gave the screen a quick glance… GLaDOS. GLaDOS, eh? That sounded kind of … pretty. Old-fashioned, to be sure, but seeing as he was named after a grain he was not too judgemental about those sorts of things. Alright then, GLaDOS it was.

He took the breath to shout, then smacked himself in the face, driving his glasses painfully into his eyebrows. _Noise, you moron_, he berated himself. _Be quiet._ He had to do the exact opposite of what the scientists had done. He had to be slow, and quiet.

"GLaDOS?" he called out, as softly as he could, but whether it hadn't heard him or was still playing dead, he couldn't tell.

He walked across the grey panels, more carefully than he'd ever done before, trying to keep his footfalls soft. "GLaDOS?" he said again, a little louder, and this time the construct twitched a little. Aha. He was getting somewhere.

He made his way up the staircase, heart in his throat. He wasn't sure what he was afraid of, other than the size of the thing. It was _so huge_, and he didn't think he'd been so near to anything so large in all his life. It felt alive, almost, what with the air currents swirling around it and the audible hum of electricity coursing through it. But no… it was more than that. He got this feeling of… of raw intelligence, the same sort of feeling he got when he walked by someone who was just really, really smart. There were some people in the world you could tell were geniuses just by standing next to them, and even though it wasn't hooked up to the mainframe or the database, that was the feeling he got from standing next to the construct right now.

"GLaDOS?" he whispered a third time, bending down to try and get a look at the front of the massive… core, Henry had mentioned that the head part was called the core. He almost fell over, his leg not planted quite properly to take his weight, but he caught himself by grasping the handrail support. God, the bloody optic alone was near the size of his entire head! Whose idea was –

"_Argh!_" he cried out, and he did fall down now, because the optic had flared to life suddenly, bathing him in a deep amber glow. The construct jerked up and back, pulling itself up to the ceiling in a way he could only describe as defensive and staring down at him. He was frozen on his back, elbows pressed awkwardly to the glass and his legs at very uncomfortable angles, but he couldn't move. Not with that eye pinning him like that.

"'allo," he whispered.

It didn't move, not even a little, as if it too were frozen. Wheatley let out a shaky breath.

"You're just as scared of me, aren't you," he whispered. "You don't know who or what I am, either, so you've… you've got far more reason to be." He pushed himself up and managed to fold his legs together after a little bit of manoeuvering, then took a deep breath to try and calm himself. He stretched his left hand out towards it, though he couldn't do anything about it shaking terribly. "C'mere, girl," he said softly, doing his best to keep his arm stationary. "C'mere. I'm not gonna hurt you." After he'd said it, he realised he'd just referred to her as female, though he didn't know why. Well, she did look kind of feminine, come to think of it, and GLaDOS _did_ sound a lot like Gladys… so maybe there _was_ a girl in there, someplace. "C'mon, GLaDOS. C'mere, girl. C'mon."

After a few more moments, she did, in short, jerky movements, keeping that giant optic trained on his face. When she had come down to his level, she took a quick look at his hand, only a second's glance, then looked back to his face again. He wiped a beading of sweat from his upper lip and shoved his glasses up higher. "It's okay. I'm not gonna do anything. Just wanted to… to…" Well, he actually didn't know _what_ he was doing here, other than talking to what seemed to be a living supercomputer and trying to put his mind at rest, but he didn't really want to go into that. "To say hello," he finished, shrugging a little. "Name's Wheatley. Uh… dunno if you can talk yet, but um, that's uh, that's what I'm called. For when. You can uh… call me something. Not that you'll be able to. I'm not actually allowed in here." He laughed nervously and rubbed at his shoulder, which was getting sore from holding his arm up for so long. "I'm… probably in real trouble, right now, but I just _had _to know, y'know? And you _were_ scared, weren't you? You didn't know what was going on, and they had you trying to execute all those programs… I don't blame you, really I don't."

She had begun to look alternately from his hand to his face, not lingering on either for very long, and he nodded. "Yep, that's mine, that's my hand, old girl. See, I've got fingers." He wiggled them a little, turning his hand over, and she jerked back a couple of feet and dipped her core, giving Wheatley the impression she thought his hand might explode or something like that. She came forward again with another abrupt movement and began to inspect them. "Here's the old thumb, used for giving uh, for giving the thumbs up… well, the thumbs down too, I suppose." He showed her each of his fingers in turn, very slowly, marvelling at the great interest she showed. "What else… well, we've got the palm, here, lots of little lines on it. D'you know, some people can tell all about you just by looking at your hand? How long you're gonna live, and how good your health's gonna be, all sorts of things. Mad, isn't it? Well… _you_ haven't got hands, but uh… anyway… I… got a wrist too, lets me flip my hand up and down, and spin it a bit, not too far in either direction. See that? And it's all attached to my arm, look at that. The arm's the real boss, you see. Directs that hand where it uh, where it needs to go." He held his hand in front of her again, and he was surprised to see it was no longer shaking. She continued to inspect it, looking from his fingertips, up to his shoulder, and back again, and suddenly fixed on his face again.

"Bored of that, are you?" he asked, laughing a little. "It is kind of boring after you know what it is, I suppose."

She looked at it again, and his arm really was getting sore now, but he didn't know what she was doing and he didn't want to scare her. So he gritted his teeth and left it. Very, very slowly, with tiny, jerking movements, she lowered her head, staring him right in the eye, and brought it down alongside his hand.

His breath caught in his throat, and he blinked rapidly several times, pushing his glasses up his nose as adrenaline erased the burning sensation from his arm. He slowly turned his hand, not breaking contact, until his fingertips were just barely resting on the side of her core, and she jolted a little but otherwise did not move. He smiled.

"That's a good girl," he whispered. "I'm not gonna hurt you. I'm not gonna – well, I am pretty loud, sometimes, but ev'ryone's loud, now and again, right?" He dared to twitch his fingers a little bit on her core, and she shifted a little but allowed him to do it. What she did next shocked him into stillness, which was just as well. If he'd gotten up and run away, which was what it made him _want_ him to do, all the progress would have been lost.

She began to move her core down his arm, pressing her lens into it at intervals that seemed to mean something to her but made no sense to him, and when she got to his shoulder she kept going, down into his chest and ribs and stomach, but when she got to his waist he blushed and backed away. "That's uh… out of bounds," he said sheepishly when her optic jerked back up to his face. "Legs're fine, though, if you want to give them a go." He slowly unfolded them, leaving one flat against the glass and the other with his knee in the air. When he'd stilled she did just that, travelling from his knee all the way down to his cold ankle and his scuffed brown loafers. Then she abruptly lifted her core to look him directly in the eye again. He found that terribly unnerving, this giant robot staring him in the bloody _eye_, but he held her gaze. He didn't know what that meant, but it seemed to be terribly important. She came suddenly towards his face, but he screwed his eyes shut and backed away, holding his right arm up between the two of them. "You've got a bright light for an eye, there, luv," he said, squinting under his arm at her. "I can't see when you do that."

She seemed to understand, or decided against doing it again, at least, and moved back to stare him in the eye again. He hesitated, looking down at his hand, then back up to her eye. "Just… hold there, will you? Just… just let me… there you go. There you go, luv." Carefully, he brought his hand to the side of her core and stroked it gently with his fingertips, making sure to keep eye contact, and she twitched uncertainly. Then she pulled herself forward a few inches, making it easier for him to reach. A smile broke out across his face, and he laughed a little. "That's a good girl," he whispered, marvelling at the difference between the frantic, terrified construct of yesterday and the calm, observant one of now. "You know I'm not gonna hurt you. You're really quite clever, you know."

His legs were still in the same position they'd been when she'd gone over them, and he pushed himself backwards with the heels of his hands so that he could fold them up again. She moved forward along with him, and he shook his head and held up his hand. "I'm not going anywhere!" he said, looking up at her from under raised eyebrows. "Just rearrangin', that's all."

When he pulled himself closer to her, so that she didn't have to lean out so far, she moved back, and he suddenly realised that she was maintaining a certain distance. Almost simultaneously, he realised she hadn't refocused her lens once.

"You don't know how, do you?" he asked her, but she of course didn't answer. He stood up, causing her to snap backwards and freeze again, and he held up both hands, palms facing her. "Sorry, sorry," he said, licking his lips. "Be right back, okay? I gotta show you something."

He retrieved the laptop from the drawer in the desk in the corner, and with a little bit of searching he figured out which commands the chassis used and brought it over, sitting down in front of her and facing the screen towards her. "Look here," he said, hoping she knew how to read. "This'll let you refocus your lens, see? I bet ev'rything's all blurry for you, isn't it? Try that, go on."

She stared at the text on the screen for a long time. His brow creased, and he looked from the screen to her and back again. "C'mon, girl. That's the command to focus your lens, okay? You use that. Helps you see. Go on, try it." He looked over the top of the monitor and stabbed at the line in question with his left index finger. "Give it a try. See how it goes, eh?"

All of a sudden she twitched and tipped her core downwards, still looking at the screen but seemingly with more attention. "There you go!" he said excitedly, tapping at the screen. "That's a good girl. That's how you do it, okay? Go on."

There was a mechanical whirring noise and her lens came out, but it was extended so far that she jerked back violently from the screen. She stared at it, frozen, for a long moment, then brought the lens back again. Wheatley smiled broadly and gave her a thumbs-up, even though he wasn't sure she could see it. "That a girl!" he said proudly. "You got it. Just be a bit slower, eh? Work on it, you'll get better, you'll see."

She came back over to him with another abrupt movement, looking at the screen again, and he scrolled down a little and pointed at a new command. "That one uh, it lets you control your light, there," he said, waving in the general direction of her optic. "Try that one."

She dimmed it almost immediately, and left it that way, and he figured she'd really wanted to know that one. He pointed a few more things out to her, such as how to reposition her optic assembly and turn her head, and every time he showed her something she would settle herself to her liking and then go back to staring at the screen. "You just like learning things, don't you," he said softly, and he couldn't help but reach out and stroke her core again. This time, though, she didn't flinch, just looked at him, and he grinned. "We get along quite swimmingly, don't we, girl." He then remembered that he wasn't supposed to know about her at all, and looked away, sadness creasing his face. They _were_ getting on very well, but he wasn't allowed in here, especially not at night. And unless he thought up a damn good excuse, they were going to come in here and bombard her with all those programs and overwhelm her with all that sensory input and scare her again. The thought of her screaming, trying to pull herself out of the ceiling sent what felt like a jolt of cold water splashing into his gut, and he took his hand off of her and pressed it to his stomach. His heart was starting to make itself known again, and he swallowed hard on a sudden rush of saliva. He knew all too well how it felt when no one listened to you. How they ignored you when you needed help. How they disregarded you just because you weren't like they were. Poor GLaDOS. She didn't deserve that. She didn't know. It wasn't her fault, she didn't _know_ anything.

She pushed him, and he almost fell over, snatching the handrail at the last second and pushing himself back up to a sitting position. He gritted his teeth against the pain shooting up his wrist and snapped his head around to glare at her, a rebuke on the edge of his tongue, but… well, he could have sworn she looked curious. He looked away, towards the glass in front of him, and reminded himself that she probably hadn't meant to be so rough about it. She didn't quite have control over her body yet. He sighed and pushed a swath of hair stiff with dried sweat out of his eyes.

"I dunno what to do," he said quietly, lifting a hand helplessly and putting it back down at his side. "I'm not allowed in here, GLaDOS. I'm not supposed to know about you. And I know what's gonna happen to you, 'cause it happened to me, still does, really, and I… I don't want you to be alone in it, like… like I've been."

She continued to watch him, though now that she knew how to move them, her optic assembly and lens constantly shifted, adjusting to whatever she felt they needed to adjust to. He shook his head helplessly and closed the laptop, standing and turning away from her.

"I've got to be going," he mumbled, and he actually tripped down the stairs and hit the floor in a tangled heap, wincing as the laptop fell with a loud clatter. He gasped in pain as his shoulder slammed into the hard tile, and his glasses went skittering a good twenty feet. He moaned a little as every other part of him that'd hit the floor chimed in with a complaint, and he rubbed tiredly at his forehead. God, what a day.

As he stood up, wincing, he turned around by mistake to see her staring at him. "What d'you want?" he cried out, though she was mostly a fuzzy blur and he couldn't really see her at all. "Yeah, I'm a clumsy bloke. D'you mind not just _staring _at me like that? Seriously? Why don't you… agh!" He jerked around, feeling something hit him in the shin, and he leaned over and grasped at it reflexively. Instead of his leg, his fingers wrapped around the scratched metal frame of his glasses, and he froze, staring somewhat blindly into the grey fuzz in front of him. Okay, he didn't have the best memory some of the time, but he clearly remembered watching them fade into the outer reaches of his vision. He shoved them back on his face and turned to look at her.

"How did you do that?" he asked, baffled. "I don't under –" Then something smacked him in the shin again, and he looked down in time to see one of the grey panels settling back into the floor.

He stared at her, completely frozen in shock.

She had figured out how to move the panels from one of the commands that he'd skipped past on the screen, he knew that. That made sense, somewhat. What didn't was that she had so quickly grasped that he could not see without his glasses.

"How did you know?" he demanded. "How did you know I can't see without them?"

She extended her lens, then pulled it back in again.

"Okay, I get it, that was a stupid question," he said, shaking his head and propping his face in his hand. "But that's gonna bug me. How did you _know_ that?"

She repeated the exact same action with her lens, and he frowned. That was… odd.

"What're you doing? What does that mean?"

She did it a third time, and he spread his hands in confusion, shoving his glasses back up his nose. "I don't understand… stop doing that! I don't get it!" For she'd done the exact same thing a fourth time, right after he'd pushed up his –

His _lenses_.

He stared at her, jaw slack. "You think my _lens_ fell out, don't you?" he asked her, his aches and his need to leave forgotten as he stepped quickly back up the stairs, taking his glasses off and showing them to her. "You think that when I do _this_ – " and he pushed them into his face again, "that means I'm fixing my vision, right?"

She readjusted her lens yet again and shifted herself with a jerky, sudden movement.

"Okay, okay, so, here, listen," he said, thinking hard as to how he could get a clear answer out of her. "This means yes, okay?" He nodded a few times, and she traced the path of his head carefully. "And this means no." She followed that too, and he stepped back and showed her his glasses again.

"Is this my lens?"

She stared at them, but did nothing.

"C'mon. Yes or no. Is this my lens?"

GLaDOS looked at his face and readjusted her lens once more. He shook his head, nose wrinkling. "No, I know these go on my face," he told her, waving his free hand. "Is this my lens? Yes or no."

She only kept looking at his face. He frowned, shoving the arms back on the side of his head and crossed his arms thoughtfully. "D'you… d'you know what a lens is?" he asked, having a sudden thought. "D'you even know what I'm talking about?"

When she shook her head, he turned around and drove his fists towards the ceiling in triumph. "_Yes! Yes yes yes!_" he yelled, whirling around to face her again, only to see she had gone to the other side of the room, back into her defensive position. He froze for a second, then held his hand out, palm up. "Sorry, sweetheart," he said softly, and she relaxed and came forward again. "Didn't mean to scare you. Just got a bit excited, there. Look." He took his glasses off and pointed at the lens. "That there's called a lens, okay? You've got one, but I can't show it to you. It's just uh, a piece of glass that lets you see further or closer. I've got them in my eyes, too, but uh, they're, they don't work properly. Can't see anything if it's not right in front of me."

She had bent over the glasses, inspecting them closely, and Wheatley laughed when he realised she was actually looking _through_ them, though he wasn't sure what she was seeing. "You don't need glasses, silly," he said, removing them from her view and replacing them. Honestly his stomach was starting to churn a little from having them off for so long. Even just a couple of minutes of trying to see things in a blurry world made him very dizzy. "Your lens works fine."

She moved back a little and he smiled, laying his left hand on the side of her core. "You're dreadfully clever, you are," he told her. "I hope I can figure out how to get back in here. Ev'ryone seems to think you know ev'rything already, just 'cause you're inside a computer, there. But I guess you can't know about something if you don't know it exists, right? Like you know you've got a lens, but you don't know what it's called, right? I… I dunno. I'm just… I don't wanna leave, really, but… I do really have to be going." He rubbed her core a few times and turned around, shoulders hunched in regret. He really didn't want to leave her, but what choice did he have?

She watched him as he went back down the stairs, picking up the laptop and shoving it back into the drawer, and it was with genuine difficulty that he shut her down. It didn't seem right. She was a computer, sure, but… it didn't _feel_ like she was a computer. It felt as though she were _inside_ the computer, just as he was inside of his body, but he _wasn't_ his body. Oi. He rubbed his forehead. That sounded complicated. It was just… it didn't feel right, turning someone off like that. He wouldn't've liked it, he knew that for sure.

"G'night, GLaDOS," he whispered, looking over at her now-prone form, wondering if she could hear him. But she didn't move, and he swallowed through a dry mouth and bent over the keyboard so he could get the door open.

**Author's note**

**There's too much of this on my computer, so here, have another.**


	3. Chapter 3

Chapter Three

Wheatley paced back and forth in front of Henry's office, gnawing on his right thumbnail. Of all the days for Henry to take his time…

When he'd arrived home, Wheatley had tossed and turned for hours before rolling out of bed – literally, he'd rolled right onto the floor and smacked his head on the nighttable – and dug around in his work bag, his jacket pocket, and yesterday's jeans for his cell phone. He'd finally found it on the floor, but after confusedly stabbing at the keyboard for a few minutes, he discovered the battery was dead. As usual. He'd hurriedly plugged it into the charger and tripped down the stairs, heading for the kitchen. Two pieces of burnt toast and a bowl of soggy oatmeal later, he'd gone back upstairs to discover that the battery was still dead. Puzzled, he'd picked the charger up and inspected it, since it'd seemed pretty much working the last time he'd used it, shoving aside an annoying dangling cord hanging from the back of it. He put it back down and jammed the phone back into the charger. That was when he noticed the little green light wasn't on, so he went to check the… oh. Oh, _that_ was what the cord was for…

Twenty anxious minutes later, he'd got the phone charged enough that he could make a call, and he'd dialled Henry. He hadn't answered on the first ring, nor the second or the third, and Wheatley was about to make three more calls and then give up when he answered on the eighth ring.

"What in the world do you want?" Henry screamed into Wheatley's ear, and Wheatley was so startled that he dropped the phone on the floor and sent the battery flying across the room. After pulling it out from underneath his dresser with a fistful of missing change and more than a few cobwebs, he jammed it back into the phone and called Henry yet again.

"Sorry, mate," he muttered apologetically. "Look, I need you to get into work early this morning. I have something I need to talk to you about. Urgently. Like, right now urgently. Well, five hours ago urgently, but right now'll do, right now'll do. 'cept we gotta talk uh, face to face. So… can you head off to work, if you don't mind?"

"This better be damn important," Henry muttered, and Wheatley took that as a yes and ran down the stairs, managing to only trip over the bottom three.

And now Wheatley was adding to the black streak on the floor in front of Henry's office, which had begun back when Wheatley had been hired and had latched onto Henry as a mentor of sorts.

After another twenty minutes, Henry finally showed up, with a decidedly unhappy look on his face, but Wheatley barely noticed. "Let's duck in here, mate," he said, shoving Henry into his office and pulling the door shut behind him. Henry sighed and dropped his leather satchel onto the desk with a heavy clunk.

"What is it now, Wheatley?" he asked tiredly, well used to Wheatley's late night urgent missions.

"I need you to get me on the team that works on GLaDOS."

Henry laughed so hard he had to brace himself on the desk to stop from collapsing onto the floor. "You? Work on _GLaDOS_? Are you out of your _mind_?"

"Henry… I…" He wasn't sure he wanted to reveal his doings last night, but he really didn't have a choice. "I woke her up last night."

Henry abruptly stopped laughing and stared at him as if his head was on fire. He rubbed at it self-consciously, just in case it was.

"What the – Wheatley, you know you're not allowed in here at night."

"I know, I know," Wheatley cut in, raising his hand to stop Henry before he elaborated further. "But… well, you know 'bout what you said, 'bout the whole uh, the um, the impartial observer thing?"

"What about it."

"Well… I made an impartial observation. Henry, she's… there's someone in there. It's not Caroline, that's for sure, but… that's not just a robot you've got there. I know it sounds crazy, I know that, but… look, just… two things, okay?"

"Go ahead." Henry leaned against his desk and folded his hands together in front of them.

"First… put her in safe mode. You've got like eight million programs booting up with her, and… she's confused. She doesn't know what to do with them. If you uh, if you came in here and people just uh, just bombarded you with work on your very first day, well, you'd be right upset, wouldn't you?"

"That makes sense," Henry mused, his eyebrows coming together, "but only if the robot is… you know… actually alive."

"She is," Wheatley said urgently, leaning forward and clenching his fists. "She's alive. I know it sounds weird, but think of it like this: you're inside your body, right?"

"Uh huh."

"But your body's not you, is it? No no, it's just uh, the _container_ you're kept in! And she's uh, she's alive too, but her container is um, is a giant robot."

"That… also somehow makes sense." Henry shifted against the desk, placing his hands on the edge and heaving himself on top of it. "You said there were two things."

"I have to be there when you wake her up. If only for a minute or two. Else she'll just, she'll go haywire again. She knows me. I can calm her."

Henry regarded Wheatley for a long moment, rubbing at his nose thoughtfully. "I… guess I can make something up. If you screw up, though, it's on you. I can get you in, but only you can keep yourself in."

He nodded quickly. "I can do that, I can do that."

So Wheatley stood off to the side, unnoticed, as the scientists bustled around with their clipboards, watching nervously as Henry quietly conversed with the white-haired scientist from the previous day. He hoped Henry would be able to convince him to do as Wheatley had asked.

He would stop watching them every so often to give the supercomputer a glance, but the more often he looked at her the less she looked like a supercomputer and more like some innocent, unsuspecting animal or something. He knew she wasn't an animal, but she didn't look quite human enough for him to compare her to one.

Finally, the white-haired scientist nodded and Henry turned to Wheatley, giving him a quick thumbs up. Wheatley forced a fleeting, nervous smile before stepping out of the corner and making his way around the edge of the room, now totally focused on GLaDOS. He would need to be near to her, in order to head off her panic before she'd quite begun. He didn't want to think of what damage she might do to herself if she started trying to pull out of the ceiling again, now that she had a bit more control of her body.

There was no fanfare this time, just a drove of scientists weary of debugging watching as their program began to execute for the umpteenth time. Wheatley stood just out from under the platform over which she hung, hoping she would be able to see him. He didn't want to call attention to his presence, not yet.

When she lifted her head, it was with much greater control than yesterday, and the scientists all nodded and jotted whatever notes they had on their clipboards. Wheatley gripped the edge of the glass and wished his heart would quit trying to leap out of him. A heart attack was all he needed right now.

GLaDOS slowly scanned the room with her great yellow eye, that raw intelligence very palpable to Wheatley, at least, and when she'd done that she hitched awkwardly backwards, facing them directly and keeping them all within her range of vision. Greg nodded in satisfaction. "Much better than yesterday," he said, beginning to climb the stairs. "We just have to find out what happened."

"I'd conjecture an overload," Henry spoke up, and Greg stopped to look behind him, one hand wrapped around the railing. "We tried to run too much software at once."

Greg rolled his eyes and faced GLaDOS again, who was now wholly focusing her attention on him. "Henry, to run them one at a time would take forever."

"We'll run them in batches," the black scientist cut in. "No need to go to either extreme."

Wheatley willed GLaDOS to stay calm as Greg approached, but if anything she seemed to be getting more anxious. She'd gone as far back as she could, and she kept trying to look behind her but couldn't, since the rotator assembly didn't allow her to turn her head more than a few degrees. "What're you doing over there?" Greg asked, frowning as he stood at the edge of the railing nearest her. "Come here."

She tried to look behind her again, but more quickly this time, as if she didn't want Greg out of her sight. Wheatley could hear a mechanical whining that was growing in severity, and he realised she was still trying to back up. He blinked suddenly and snapped his attention to Greg.

If Greg didn't back off, she was going to try to pull herself out of the ceiling again. If she got to that point, then they'd shut her off again and they really would poke around inside of her, when there was nothing wrong! They were just being a bit insensitive, was all.

"Come down here, I said," Greg repeated, in a much louder voice, and she startled a little, beginning to shift her optic assembly very quickly between Greg and the group of scientists below. Wheatley decided now was the time to make his move and grasped the handrail, throwing his weight around it and hurtling almost headlong up the stairs. He shoved Greg out of the way and stepped to the handrail farthest from her.

"Hey. It's me," he said softly, and Greg opened his mouth to say something, what, Wheatley didn't know, because one of the other scientists shushed him when GLaDOS visibly relaxed. She didn't go so far as to come up to him, but she stopped straining against herself, at least. She did not stop watching the scientists.

"C'mere, girl," he said, in the same soft voice, and she gave him a glance but didn't move. Greg rolled his eyes and walked in front of Wheatley.

"This is ridiculous," he spat, his face covered in red splotches. "You're acting like it's a puppy, or something." He turned to face her again and demanded, "Come here!"

She began pulling back again, and Wheatley could clearly see she was distressed that she couldn't move any farther. He wondered how it must feel, to see all these little creatures below you who could move wherever they liked, but to be constrained to the same twenty-foot circle no matter how hard you tried to leave it. Wheatley shoved himself off the railing and walked to the far side of the platform, where it curved around again, and he held his hand out. "C'mere, won't you?" he asked, praying that she would. He had to calm her down. "C'mon, luv. It's me, it's Wheatley. You remember ol' Wheatley, right, from last night? 'course you do. C'mon. Come down from there. Just for a minute, how about that? You can go right back up there if you like, but later. Just for a second. Won't be long, won't be long. Give it a try, will you?"

She didn't like this plan, he could tell, because from where he was standing she would no longer be able to see the scientists without turning away from him completely, but that was part of what he was trying to do. Get her focus off them and onto him. As long as she felt threatened, she would never calm down.

"Just for a second," he repeated, scratching his nose. Then he had a bit of a brainwave and shoved up on his glasses, though for once they hadn't slipped. She jolted a little bit, coming a tiny bit closer, and he smiled and nodded at her. "That's a girl. Come on. C'mere."

She looked uneasily at the scientists, though shifting her bulk in more of Wheatley's general direction, and Wheatley leaned forward on the railing. "Nothing's gonna happen, I promise, but you have to come over here," he told her, and this time she looked at him for a good six seconds before eyeing the scientists again. Then she abruptly lost all interest in them and came down in front of Wheatley, who smiled and offered his hand. She shifted so that the two of them were touching, and he laid it alongside her core and stroked it a little bit with his thumb. "Good girl," he said quietly. "Thanks for listening, eh? I know you didn't want to, but I'm glad you did."

"Okay, so we know you can do that," Greg interjected, shoving on his left shoulder and turning him around, by extension moving his arm roughly from GLaDOS's core, and she backed away, looking apprehensively at Greg. Annoyed, Wheatley pushed his hand away. "But that's not important. How does she recognise you?"

"That was me," Henry spoke up, and they turned to face him, both with disbelieving looks on their faces. "I couldn't let it sit and had to get one more look last night. Didn't want to come here myself, not at that hour, so I took Wheatley with me. I don't know what he did, but as you can see it was obviously effective."

"Oh, it was easy," Wheatley said enthusiastically, stepping towards Henry. "Just had to uh, to be nice about it, is all. Too much all at once, that's all it was, just frightened her right – "

"We didn't ask," Greg interrupted. Wheatley supposed that was true, but it didn't stop him from crossing his arms and turning back to GLaDOS, staring at the floor and biting the inside of his lip.

"Wheatley's right, though," Henry continued, and Wheatley's head snapped upright again. "We've built AI, gentlemen, but though the program's running properly, it simply doesn't have any experience with how things work to do what we need it to do just yet. I propose Wheatley be assigned to that."

"Assigned to what?" the white-haired scientist called out. "What exactly is it he's doing?"

Henry's voice was firm. "Basically? Teaching it as much as possible until it learns to learn on its own."

"But that's going to take forever!" Greg protested, slamming his hands against the railing, and GLaDOS jolted and shifted towards him, backing away a little more. "We don't have that kind of time!"

"You haven't got a choice," Wheatley said in a low voice, looking up at GLaDOS with his head still tilted towards the floor. "You can argue and, and fight against it all you like, but the plain fact is she hardly knows anything, and yelling at her to do things isn't going to, she's still not going to know how to do them no matter _how_ hard you yell. She might have all the, the programs and whatnot, but what computer knows how to activate its own programs?"

"This is stupid," Greg muttered. "We needed this project at full functionality years ago."

"And the longer you keep arguing, the longer it's going to take," Wheatley said heatedly, spinning to face Greg with his fists clenched, hard. "You're not gonna speed anything up by pointing fingers!"

"What do you know?" Greg sneered, leaning into Wheatley's face, and he unintentionally moved back. "You're not even supposed to _be_ here! You're supposed to be tucked away in your corner, pretending you're actually – " The two of them backed away from each other then, covering their ears and wincing as GLaDOS generated a very loud, high-pitched dissonant sound, which lasted about ten seconds. When she'd finished, Wheatley unclenched his head and stared over at her in wonder. She was so _smart_, she was, she'd known they were arguing and had put a stop to it!

"Well, looks like our decision's been made for us," the black scientist spoke up. "Greg, let's get started on phase two, shall we?"

The scientists began to filter out, pairing or grouping together and speaking in low tones, but Wheatley paid them no more attention than that. He stepped close to GLaDOS, both hands wrapped around the railing, grinning uncontrollably. "That was very clever of you," he told her, and she moved around so that she was over top of the glass floor, lowering herself to be on his level. He turned and laid his hand on her core. "Hey. Listen." He moved closer to her, though he was sure she would hear him just the same no matter where he was, seeing as she had audio pickups and not actual ears. "I'm… they've just told me I'm supposed to um, to teach you stuff, but uh, I'm no good at that, really I'm not. So we're just gonna be… gonna be friends, you and me, and if you learn something along the way, well, good for you."

She didn't react to this, merely continued to watch him calmly, and Wheatley looked apprehensively at the desk in the corner, the weight of his task suddenly pressing on him. He was in charge of teaching GLaDOS things. But what? And where did he start? He'd gotten put on the GLaDOS project, but… what was his actual job?

He looked up at her, but she still hadn't moved at all. "You wanna give me a hint, there?" he asked, even though she couldn't answer him. "What d'you want to learn, old girl?"

He decided to go ask Henry. Henry usually had an idea of where Wheatley needed to begin large projects. He told GLaDOS he'd be right back and ran out of the room without tripping over anything. And when that happened, Wheatley could count a day as very promising indeed.W


	4. Chapter 4

Chapter Four

It was a couple of weeks later. At Henry's suggestion, Wheatley had eased her into a couple of her easier programs, the ones controlling the lights and the climate and such, which she fought against initially but did without complaint after Wheatley had convinced her to. The first couple of days he had had to remind her to start them, not wanting to add them to her task list and outright force her to do them, and after a little prodding she would do so, booting them on her own after about five days. He did his best to make the most of even the smallest of accomplishments, because unlike a human there was really nothing else he could motivate her with, and though his acknowledgement was not all that much she seemed to look forward to it. He knew that she greatly enjoyed it in particular when he rubbed her core, so he saved that for special occasions. She reminded him very much of a cat, a very clever, no-nonsense kind of cat, and he found himself frowning at his bedroom ceiling at night, trying to figure out how he could get her to relax a little. She was on edge most of the time, and would back away reflexively whenever anyone came into her chamber, and even the smallest of noises alarmed her. As far as he could tell, she thought every situation was dangerous and did not relax her guard for a second. He was trying to think of some way to show her it wasn't like that, because living like that was not good for humans and he didn't want to know what effect it would have on her, but so far he'd had no luck.

Today he'd flopped into a sitting position on the glass in front of her, bringing a dark brown wooden box about the size of a dustbin out from under his arm, and setting it in front of her. She inspected it with great interest, poking her lens into the top of it and nudging it with very quick movements, as if to see if it would move upon the barest contact, and Wheatley laughed and pressed his index finger to her core. As always, she backed away, waiting patiently for him to open the box.

"This here's my box of toys," he told her, unlatching it and flipping up the lid. "Remember how I showed you that command to use the maintenance arm yesterday, luv?"

She nodded, attempting to look over the top of the lid, but he closed it most of the way and shook his head. "You're gonna need to use that. You don't get to see what's in here until you bring it out."

She continued nudging the box, though never hard enough to actually move it, and Wheatley noted to himself about how quickly she'd got control of herself. It took humans _years_ to learn to move properly, and it had taken her just over a fortnight, most of her physical behaviour smooth and fluid. When she was anxious or upset she tended to revert to the more machine-like movement, but for the most part she seemed to have gotten it down. Hence the introduction of the maintenance arms. Unfortunately, she seemed to be grasping that he was only showing her how to do things so that he could get her to run another program, and she was getting reluctant.

"C'mon, GLaDOS," he said gently, pressing on her with his index finger again. "This will be fun, I promise. But you need the arm, okay?"

She backed away and looked at him, twisting just her chassis a little bit, which she sometimes did when deciding whether or not to do as she was asked. Wheatley shrugged and closed the lid, propping his arms up on the box. "I really want to show you what's in here, you know. Why don't you bring the ol' arm out, just for a minute, there? Do me a favour, bring the ol' arm out so I can show you what's in the box. That's all I'm asking there, luv. Bring 'er out so I can show you what I've got."

She stared at him for a while longer, when suddenly one of the arms dropped out of the ceiling and fell to the glass in front of him with a loud clunk. She jumped back when he did, both of them staring apprehensively at it, Wheatley's heart in his throat. He knew she didn't have much of a grasp on how to use them yet, but he hadn't realised she was having _that_ much trouble.

He sat back up and spun the box around, lifting up the lid. "There you go," he told her, and she dipped her core down to look inside of it. "Pick what you like and show it to me."

She inspected the contents of the box for a good few minutes, and Wheatley jiggled his knee and tried to be patient. God, she took forever, sometimes. "GLaDOS, you can look at ev'rything if you like," he told her, trying to keep his voice neutral. "But you're going to have to take it _out_ of the box."

She looked reluctantly at the maintenance arm, then at him, tilting her core inquisitively. He raised his eyebrows.

"I'm not taking it out for you. Take it out yourself."

She went back to inspecting the box, and after a couple more minutes she dragged the claw across the glass, pulling it up the side of the box and tipping it over the side. He almost laughed. She was trying very, very hard to avoid actually manipulating it. She'd gotten it in there, at least, so he folded his hands together and tried to be patient. It was honestly the only way to go about things, with her. She did as he asked eventually, but always on her own time. Once he got her to realise how interesting learning the skill was, she got right on it, but that was the trick right there.

Eventually she pulled the arm back out of the box, dropping one of the toys onto the glass, and he could not help but roll his eyes. He was pretty sure she'd only chosen this one because she didn't actually have to pick it up; she'd only had to hook the maintenance arm through one of the empty plastic windows. "Oh, you've found my lorry," he told her as she shook it off the claw. "D'you want to see what's in there?" The lorry in question had a tiny little rear door on it that he knew she wasn't opening anytime soon, no matter how good he made it sound, and he opened it and tipped it backwards. "Look at that! There's little automobiles in here."

She made one of her very rare noises, something between curious and surprised, and bent down quickly to look at each of the small cars in turn. Wheatley pushed the box aside and got down on his stomach, lining the cars up in front of her. "Watch." He pushed on the back of a bright red Corvette with his left index finger, and she jumped as it headed towards her, following it by tilting her core. "Uh oh," he said, feigning distress, "I can't reach it! You want to send it back over here for me?"

She looked at him, tipping her core downwards so that her optic was just visible from beneath it, and he laughed, folding his arms underneath him. "Yes, I did expect you to fall for that," he told her, tapping his fingers against the glass. "You're getting too smart for me." He shifted his shoulders. "C'mon. Imagine all the things you could do if you just knew how to uh, if you could use those things. You'd have hands, just like I have. Wouldn't it be nice if you could do stuff yourself? Wouldn't have to depend on others to do it for you! Just give it a go. You'll never get better if you don't practice, luv."

To his surprise, she accepted that and dragged the claw towards the now-stationary Corvette in front of her, pulling it upwards so that it was perpendicular to the glass, but there she paused. "D'you remember what I did?" he asked, and after a couple of seconds she nodded slowly. "Open it up, then. Just open that claw up. Not asking you to pick the car up, okay? Just push it back over here."

Looking very attentively at the claw, she managed to get it to open, but it tipped over and she seemed to grow discouraged, looking from it to Wheatley and back again. He felt sort of bad for knowing how to use his fingers and folded them together, tucking them underneath his chest. "Try again. It's okay. Take your time, there's no rush."

She carefully stood the claw back up again and dragged it unevenly behind the Corvette, pausing again. He peeled out his left hand and showed her his finger. "Look." He held his finger straight down and pressed it to the back of a scruffy white passenger van, sending it rolling a couple of inches. "Just like that."

She jolted a little, then bent over the claw and looked at it closely. She dragged it along the glass until it was touching the front end of the Corvette, and then pushed it so hard it hit the lineup and sent all the cars every which way. She dropped the claw onto the glass, chassis sinking, but Wheatley only laughed and snatched up a wayward Jeep before it could skitter off the glass. "That's a good girl," he said, smiling up at her, and she perked up a little, going so far as to shove one of the cars in his general direction with the claw still flat against the glass. It didn't really go anywhere, but she'd tried. "Good job," he told her, giving her a thumbs up. She pushed at it a little more, and when he reached for it she rolled the claw over so that he couldn't get at it. He smiled and clenched his fists in excitement. _There_ it was! He just had to wait until that stubbornness of hers kicked in _in_ his favour instead of against it.

She eventually had it right in front of him, and he thanked her and lined it back up with the other ones. "Here," he said, tucking his hands beneath him again. "Show me which one's your favourite."

She stared at them uncertainly for a long moment, twitching the claw a little. He gestured at the lineup. "Which one d'you like the best? Show me which one you like."

She did nothing for another long moment, then cautiously stood the maintenance arm up again and placed it along the front of his Batmobile. He laughed and picked it up. "Aha! You have good taste in cars, my friend. Here." He put it flat in the palm of his hand and offered it to her. "Take it so you can have a look."

She eyed it uneasily, but he knew he had her curiosity piqued now and he just needed to be patient. After a few moments she lifted the claw off the floor and slowly clamped it around the car, taking it out of his hand and bringing it up to her optic. He laughed, excited, clasping his hands together. "Very good!" he told her. "Try and turn it 'round, a bit, so you can see underneath."

She managed to rotate the claw with a short, jerky movement, carefully inspecting the relief of an undercarriage, and then she moved the arm so that it was directly in front of him. He stared at it, puzzled. "What?"

She shook it a little, and he frowned, chewing on the inside of his lip. What could she possibly – oh! Oh God, she was getting clever. He whipped out his hand, palm up, and she immediately dropped the car into it. He threw the car down on the floor and stood up, grinning uncontrollably, and rubbed her core with his hand. She leaned forward and he reached up to stroke the front of it, as high as he could reach, stepping back after a few moments. "Tremendous!" he exclaimed, folding his arms around himself and tapping on one of them with one of his fingers. "Well done, well done. Always doing things I don't expect, you are."

He sat back down, legs crossed this time, and she bent down and dragged the claw along the glass again, but instead of just showing him which one she wanted, she tried to pick it up. Unfortunately, she hadn't quite figured out how to get at it lengthwise and merely flipped it over. He went to fix it, but she blocked him, leaning low over the wayward car and stabbing at it until the wheels were on the glass again. Then she picked it up and held it out to him, and he let her drop it in his hand. "This one's called a 'Beetle'," he said, holding it between two fingers. "Funny little cars, they are. D'you know they've got the boot in the _front_ of it? Isn't that mental? If you get rear-ended, instead of losing your groceries you've gone and lost your engine! This car's from a place called Germany, way out in another part of the world called Europe." He fiddled with the car for a minute, trying to get the metal top of it to separate from the plastic underneath. "In Germany they've got this road you're allowed to drive as fast as you like on. No speed limit at all. 'cept the speed your car can go, I suppose. It's called uh… mm… I forget." He paused, a bit of sadness coming over him. "I'm from… not from here. Place called England. Bristol. Not close to Germany, not really, but closer to Germany than here. I… I didn't come here too long ago, only a few years back, there, but I miss it. Not the… oh, bloody hell, yes, I miss the rain too." He laughed a little hysterically, clenching the car in his fist and looking at his knees. "'merica's the Land of Opportunity, you see. What they don't tell you is that the only opportunities are for Americans, and rich old blokes at that." He was silent for a long moment, rubbing at the car with his thumb. He shook his head and went back to pulling at the car. "I'm sorry," he mumbled, finally getting it into two pieces and shaking his head. "You didn't need to hear that." He couldn't quite bring himself to look up at her, though. He didn't really want to know if he'd lost her interest way back at the beginning of the narrative or not. "It's just… you're the only one who listens. And… I dunno if you um, you actually have a clue what I'm saying, and I doubt you care, but… you don't interrupt, you just let me natter on and on, and I'm sure if you could talk we'd have some lovely conversations, but…" He didn't quite know where he'd been going with that. "My mum wants me to go back. She liked my old job. I was a research assistant. At another lab. Ended up here. I thought it was going to be alright, to get paid to do what I wanted to do anyway, but… it's the same ev'rywhere, I suppose. I'm not really _stupid_, I just… I can't get my thoughts sorted out all the time. And people don't feel like waiting 'til I do. And I guess I'm a bit… clumsy… but it's not something you can help, not really. Some people are coordinated, y'know, and some people are… not." Abruptly he tossed the two pieces of the car onto the glass, shoved his fingers underneath his glasses, and rubbed at his eyes. "There I go again. God, I'm sorry. But it's just, you've got no _opinions_ about anyone. You don't know what stupid is, or smart, or any of that. You just don't care. If you knew, you would. Just like ev'ryone else does." He pulled his hands out and resettled his glasses, looking tiredly at the floor. "Oi. Look how low I've gone. Ranting at a giant robot. Way to go, Wheatley. Doesn't get much worse, mate." He looked up, startled, when he heard the whirring of her mechanisms, and he was startled to realise that she had not moved until now. She… seemed to have been _listening_, up to now. She was looking to the general right of the glass, and he frowned. She looked a little… sad, really. Probably that was his fault too. He almost asked her what was wrong, but stopped himself just before he did. She couldn't answer him. And even if she could, she probably wouldn't.

She refused to have anything to do with him after that, not listening to anything he asked of her and not moving either, and he heaved a sigh and put the cars back inside of the truck. He'd mucked up again, and now he couldn't even figure out how he'd done it, because she couldn't tell him.

He headed out to his car, tossing the box in the backseat and sitting heavily in the front, reaching up to put his key in the ignition and realising he was sitting on the wrong side of the car. That always happened whenever he thought too hard about home, but it never got any less upsetting.

When he'd gotten home he made himself a bowl of beef stew out of a can and sat down on the couch, sticking his feet up on the table and kicking off his loafers. There was nothing he really wanted to watch on TV, so he just left it on the channel guide and watched the badly made ads in the top right corner of the screen, filled with smiling actresses advertising funny little hair products and blustering business men selling every type of insurance under the sun. Wheatley had tried to sell insurance once, but it hadn't gone over well. He simply couldn't stay on-topic to save his life. He'd been invited in for tea more times than he could count, leading to some very pleasant afternoons spent with the loveliest old ladies, and if they'd been giving out prizes for who could have heard the most stories about how England used to be and how dapper English gentlemen were a long time ago, well, he'd have earned the top spot. But they hadn't been, and in three months he hadn't sold a single policy, so he'd been let go. He did, however, have plenty of permanent invitations for tea, which he had taken his new friends up on whenever he'd had the time. He'd also discovered he was very good at making scones, which was surprising seeing as he managed to destroy almost everything else he tried to make, and the lady in particular who had taught him how had him make them for her and her friends every time he'd gone for a visit. It was quite flattering, really, to have all those lovely English ladies telling him how wonderful his scones were, and he'd honestly considered going into business until he remembered it wasn't actually his recipe.

Eventually he swung his feet off the table and back onto the floor, filled the bowl with water and left it in the kitchen sink, and headed upstairs to brush his teeth. He changed into his pajama bottoms and flopped down on his bed, the bright pink Post-It note on the ceiling reminding him to make sure his alarm clock was set. He rolled over onto his left side, sticking his arm under his pillow and peeling his glasses off his face with the other. Then he stared into the darkness, not sure how he was getting to sleep this time. He was tired, but the wrong kind of tired. And he could not for the life of him figure out why GLaDOS had gotten all closed off all of a sudden. Maybe he'd upset her too, along with himself. He shouldn't have laid all his problems on her like that. It wasn't like she could do anything about it.

He frowned. Something seemed a bit off. She hadn't reacted at all to anything he'd said, until he'd –

His eyes widened, his fingers clenching the pillow beneath his head.

Until he'd gone and basically insulted her for being a robot.

He rolled onto his back and growled a little in frustration, rubbing hard at his eyes with the heels of his hands. God, he was an idiot. That was how to do things. Alienate the one and only person who listened to him. Make her feel like she wasn't good enough just because she happened to be a supercomputer instead of a human being. Seemed he'd forgotten about the whole 'your body isn't who you are' thing.

He wished he could head there right now and apologise, because that was going to weigh on him all night, but he didn't want to risk getting caught. Yes, GLaDOS was a robot and a supercomputer, but all in all she was one of the more patient people he'd ever met, and she didn't really have to listen to anyone, let alone him. And yet she did.

"Please don't be mad at me, luv," he whispered into the dark.

**Author's Note**

I apologise for the non-updated-ness of _Euphoria_**and _Love as a Construct_. The next chapter of _Euphoria_ involves some exposition various conversations with someone has clued me into the fact that I need, and I am working on the next part of _Love as a Construct_, but having the chapter description of "GLaDOS teaches Wheatley to read and [spoilers]" is very boring. So! I have lots of this one written, so here you go. More baby GLaDOS XD******

My brother had a Hot Wheels cargo carrier that you could put a bunch of smaller cars in. That's not quite what Wheatley has, because the one I have has a plastic windshield, but if any of you have ever had one of those that's what Wheatley's truck is. We also had a yellow sports car Beetle where the top metal part separated from the plastic chassis. I do have a Batmobile now, but when we were kids we had a car we thought was a Batmobile, but wasn't. We might've had a bright red Corvette, but I don't remember. We did have a white passenger van, but it didn't get much use because the wheels were broken. We also had the Jeep, but it was a cheap car like the passenger van so it didn't get much use either. If cars have the trunk in the front in England, I apologise for getting that wrong. As far as I remember only Beetles do.

GLaDOS likes the Batmobile because I like Batmobiles. Only reason XD


	5. Chapter 5

Chapter Five

Wheatley staggered into her chamber that morning, barely awake, eyes still sticky with sleep. He hadn't been able to sleep that night, since there was some sort of irritating noise somewhere or another, and when he'd gone downstairs to get a glass of water he discovered he'd left the television on. He'd slept after that, but it had been far too late at night for him to get any real rest. He stumbled up the stairs and nearly dropped his box, but he managed to catch his balance and make it onto the glass.

GLaDOS was watching one of the monitors mounted on the wall of her chamber, which displayed a constantly updated system log. Each of the monitors displayed a different log, and he wasn't sure which one was which. He wondered if she did.

"G'morning, luv," he said, his voice thick and hoarse, and he cleared his throat self-consciously. "Can I talk to you, please?"

She glanced at him but did not move. He grimaced, not wanting to fight with her today because he really was not in the mood, but it was his own fault. It really was.

"I want to apologise for what I said yesterday. That's all. I just want to do it to, to tell you directly. You can go back to that when I'm finished, if you like. I know you don't owe me anything, but… please, GLaDOS. Just give me a minute."

She obliged, coming down to his level and looking him calmly in the eye, and he flinched but didn't look away. "I'm sorry," he told her, twisting his fingers together. "I… it was wrong of me to say that… that I was brought low by uh… by talking to you, instead of, I dunno, someone else. If I'm honest, I… I don't _want_ to talk to anyone else. What I said earlier, there, that was true. You listen, and I appreciate that, I really do. I don't know why I said that bit about robots. I'm sorry."

She shifted around him and bent over his box, inspecting the latches closely, and he frowned. "What're you doing?"

She looked at him and nudged the box.

"That… that's it? We're fine, now? You're not upset?"

She shook her core and moved towards him again, giving him a shove, and he jumped back. He stared at her in confusion, but she'd already gone back to the box.

Huh. Okay. That was… easier than he'd expected.

He ducked underneath her and unlatched the box, pushing up the lid, and she poked her lens inside of it, the yellow glow from her optic creating highlights against the dark wood, and one of her maintenance arms dropped out of the ceiling and hit the floor. She snapped around to look at it, and to his surprise she generated a noise that he took to mean she was annoyed. She pulled the claw across the tiles and up the stairs, eventually getting it back into the box and pulling out the truck. She bent over the back of it, poking at the rear door with her lens, and Wheatley pushed on her core with his index finger and opened it for her. She tipped it backwards and pushed it out of the way after all of the cars had spilled out. "You like the cars?" he asked, but she didn't answer, instead beginning to push at them with her claw. He reached out to help her line them up, but whenever he did so she would push his hand away. He folded his hands in his lap and tried to be patient.

It took her half an hour to get them lined up to her satisfaction, if it could be called that; she seemed unhappy with the way they were arranged and kept trying to make the line straighter, which she couldn't do because her control of the arm wasn't yet dextrous enough. Finally she looked at him and tapped at the glass in front of the cars.

"Good job," he said, without enthusiasm. He was simply too tired to really acknowledge her accomplishment. She shook her head and tapped the glass again.

"I don't know what you want."

She looked down at the line for a long moment, then slowly pulled the Batmobile towards herself. She lifted her core again and tapped at the glass.

"You want me to what? To pick one?"

She nodded quickly, and he looked down at them without much interest. "Which one? What'm I doing? Do I just pick any one?"

She made the annoyed noise again and tapped the Batmobile, then the glass in front of the line.

"You want me to put the Batmobile back?"

She shook her core and the maintenance arm disappeared as she turned back to face the monitor again. Wheatley threw up his hands.

"What? What d'you want me to do? I don't get it!"

She ignored him entirely, as if she hadn't heard him at all, and he pinched the bridge of his nose and tried to calm down. He felt as though he might be close to tears, over absolutely nothing, and he was honestly disappointed in himself. He'd mucked up, he'd prevented himself from sleeping, and now he couldn't concentrate enough to try to understand what she was trying to tell him. He stared at the line and the isolated Batmobile, but he could not for the life of him think of what it was she wanted. He closed the lid on the box and folded his arms on top of it, resting his face on the cold wood. Of all the days to demonstrate his idiocy, this had to be the very worst one. She didn't usually try to communicate like that, probably because it was very difficult for her to do so, and his not understanding was not going to encourage her to do it again. Stupid, stupid, stupid…

Then all of a sudden she was pressing a very hot optic very hard into his back, and he yelled and tried to turn around. "What in the bloody hell – "

"What're you screaming about?" asked Henry, and Wheatley looked up, startled, to see him stepping through the Emancipation Grill. Heart beating frantically, Wheatley struggled to come up with an excuse.

"Nothing, just… just got my thumb stuck in the lid, here, that's all."

"You must do that every time you close it," Henry joked, coming up to peer over the glass. "What are you doing?"

"She's… learning how to use the… the claws," Wheatley said haltingly, trying to remember just what they were supposed to be doing.

"Using toys?"

"What else would I use? Toys are uh, they're int'resting. I could use the Cubes, I s'pose, but they're far too big."

Henry shrugged. "Point. How's that going?"

"Pretty good," Wheatley said, struggling not to yawn. He couldn't quite stifle it and turned away so that Henry wouldn't see. As it was his jaw nearly cracked. "She's getting better."

"Well, that's all I'm here for," Henry said, tapping his ever-present clipboard against the glass. "Just checking in. Keep doing what you're doing."

"'course," Wheatley nodded, and Henry headed back out, the heavy metal door sealing behind him. Wheatley rubbed at his eyes and pushed himself off the box, stretching out the kinks in his back that had come out of nowhere. It cracked painfully, and he winced, but when he'd finished he felt considerably better. He turned around to face GLaDOS, who had not moved for the duration of Henry's visit.

"What were you doing?" he asked, annoyed. "That hurt, you know."

Her chassis sank and she looked away, looking almost exactly the same as she had yesterday, and he frowned. He was the one who'd been poked by a giant bloody floodlight and _she_ was upset? That was just great.

She lifted her core and gestured as best she could to her left, and he looked around her but didn't see anything. She shook her head and turned to face the monitor again, and he followed her path of movement to the system –

There was now a clock on the screen. And according to this clock, it was now almost noon. He'd gotten here at seven-thirty. He frantically checked his watch, but it only confirmed what the monitor said.

He'd fallen asleep on top of the box, and she had woken him so that Henry wouldn't know.

He smacked himself very hard in the face, regretting it because it drove his glasses into his nose in a very painful fashion, and he scrambled to his feet and moved beneath her. "God, I'm sorry," he gasped, leaning back against the railing. "GLaDOS, I'm sorry, I'm such a screw-up, sometimes. Thank you, luv. C'mere a second, okay?"

She shifted downwards, looking a bit wary and stopping just out of his reach, but he stepped forward and stood on tiptoe to rub at her core. As soon as she realised what he was doing she came down farther, and he laughed and obliged her. "Thanks, GLaDOS," he repeated, smiling. "I've been a right proper fool today, and yesterday evening as well, and you could've just left me to it. I'd've deserved it, too."

She trained her optic on his face, shifting her core so that he'd move his hand to the other side. After he'd done that for a few seconds his stomach decided to growl painfully, and he screwed up his face and stepped back, rubbing at it. GLaDOS looked at it, startled, and he shook his head. "It's all fine," he told her, giving her a few more pats. "I didn't eat breakfast. Now it's lunch, and I'm starved. Be right back."

He returned a few minutes later with a couple of egg salad sandwiches and a glass of cloudy water, which looked a bit suspicious but he was too thirsty to really care. He flopped down beneath her and unwrapped the sandwich, biting into it deeply. Ohh yes. He was finally going to be ready to go after this.

GLaDOS pressed her core into the back of his right shoulder, and he turned his head to see that her optic was trained on the sandwich. He swallowed the lump in his mouth and said, "You've never seen a sandwich before, have you? It's just food. Just… well, it's uh… it's…" He peeled the sandwich apart and showed her the filling. "It's some chopped up eggs, and some mayonnaise, a bit of onion and pickle, and – whoa!"

She'd shifted forward suddenly and stuck her lens into his sandwich, getting it good and covered in egg salad, and was now shaking her head frantically. He turned around, having the instinct to reach out to try and stop her but knowing he'd probably only injure himself, and he thought as fast as he could. "GLaDOS! Stop. Stop. Hey. Stop. I can get it. Hold still, hold still. Hey. C'mon. Stop."

She did after a few more seconds, though she had begun to rock back and forth anxiously. He put his hand on her core and said seriously, "I will get it off. You have to stay still. I have to go and get something, and then I will get it off. Okay? D'you understand?"

She nodded, and he pushed himself to standing by bracing against her core, and he ran out of the room. God, that must be terrifying, to have something in your eye but being unable to get it out. He barged into Henry's office, to the displeasure of Henry and the office girl he was wooing, dumping out all eight drawers in Henry's desk only to find the screen cleaning solution on top of Henry's computer monitor. Well, who kept it there? He dashed out of the room, snatching up a box of Kleenex that had been in a drawer but was now lying tipped over on the grey tile. He ignored Henry's outraged shouting, stumbled out the door, and ran full pelt back into GLaDOS's chamber. She'd begun making a bit of a whining noise that instantly unnerved him, and he called out, "I'm back, I'm back! Hang on, hang on." He tripped up the stairs and hit his chin against the floor, but he only stood back up and rubbed at it as he returned to her. "Hold still. Don't move." He knelt down in front of her and carefully cleared out her lens, spraying it with a bit of the solution and cleaning it up as best he could, and when he'd finished he crumpled up the used tissue and screwed lid back on the bottle. "Better?" he asked kindly, tossing the wad and the solution into the box.

She nodded, and he sat down and picked up the glass of water. "Look, GLaDOS," he said, turning to face her. "C'mere a second. I have to show you something."

She bent closer, looking curiously at the glass, but he held it close to himself and dipped his fingers into it, putting them alongside her core and letting the water run off his fingers. She jumped back and shook her core violently again, and he called out to her to stop. She did, returning to her previous position in front of him, and he showed her his dry hand.

"This is dry, right?" he told her, wiggling his fingers. "And this is wet." He dipped his fingers in the glass again and held out his dripping hand. "Wet things are bad for you. Do not touch them." He wiped his soggy hand off on his pants and showed it to her again. "Dry things that get wet can, can be dried, but they usually get very dirty. Just like you did when you got your lens in my, in my sandwich there. You need to keep away from wet things. They'll harm you."

As soon as she heard that she lunged forward, pressing her core into his shirt, and he was so surprised he didn't do anything to stop her. He raised his hands in submission, bewildered, and after she'd quite thoroughly rubbed her core into him she backed up, shaking it a little.

"What the – ohhh." He leaned forward and scrubbed a little bit at the spot he'd dripped the water on with his right arm, to make sure it was dried off. "That's right. When you get wet, you need to dry off quickly."

Crisis averted, his stomach unhelpfully reminded him of how empty it was, and he returned his attention to the forgotten sandwiches. He downed them and the glass of water quickly, knowing it was going to sit in his stomach like a rock soon enough but being too hungry to care. Sated, he stifled a burp and wiped moisture from his mouth. "Alright then. Where were we?"

Eagerly GLaDOS shifted around in front of him, crashing the maintenance arm out of the ceiling again and tapping on the glass in front of the line of cars. He frowned, propping his head up on one hand. She'd taken the Batmobile and she wanted him to pick a car…

"Ohhh, you want to know what my _favourite_ is!" he shouted suddenly, sitting bolt upright. She nodded enthusiastically and tapped the glass one more time. "Aha! We've got someplace now. Okay, favourite, favourite…" He looked them over and tapped his finger on top of a shiny, metallic blue sports car. "I like this one. I like blue, and this car here, it looks fast, see, with the fin there and the, it's all low to the ground. My car's not fast, not fast at all. Really slow old thing. Cheap little Honda, it is."

She held out her maintenance arm expectantly, and after thinking it over a bit he decided she wanted him to give it to her, like she'd dropped the Batmobile into his hand yesterday. So he picked it up and held it out, and she carefully pinched it in her claw and brought it in for inspection, her optic dimming as she did so. She returned it to its regular state after she'd finished looking, so he figured she didn't need as much light to look at it with because it was so reflective. She held it out to him and he took it and put it in front of him.

For the rest of the afternoon he told her what he knew about the cars, about how fast they were or how expensive, what they were used for and occasionally where he'd gotten them from, and she listened carefully and lined them up according to price or speed or whatever applied to what he was talking about, and he honestly hadn't had so much fun in a very long time. But come four-thirty he had to get going, and when he told her that she looked a little sad. He tipped the truck forward and she cautiously dropped the cars inside, leaving the ones they'd chosen as their favourites for last, but when she went to pick up his blue sports car he shook his head and closed the truck up, dropping it into his box. "You keep those two," he told her, shoving it next to the Batmobile. "You can play with them for a while. 'til they shut you off for the night, I guess."

She nodded and straightened the two cars so that they were almost exactly parallel, and he latched the box and stood up, tucking it underneath his arm. "This was… it was a nice day," he said, feeling a bit shy for a reason he couldn't fathom. "You really did great, you're getting much better at using those. And I had loads of fun. Thanks, luv."

She fixed her optic on his face and he smiled, reaching out to stroke her a little bit. "I'll be back tomorrow. I'll bring some different food to show you, too." Previously, he'd taken lunch in the break room, though he couldn't think of why he'd done such a silly thing when he could have been having it in here. "Dunno what yet."

She gave him another nod and he turned around, heading down the staircase. When he'd come up to the Emancipation Grid he took a breath to tell her goodbye, but when he looked over at her she had already directed her attention to the little cars, and as far as he could tell she had opened the claw and pressed it to both of them at once, and was now pushing them carefully across the glass. He laughed a little and shook his head, marvelling at her, and walked out with a broad smile on his face.

**Author's note**

**GLaDOS forgives Wheatley super quickly because she doesn't yet understand the concept of holding a grudge. She just wanted the reassurance that she wasn't below Wheatley, so to speak, and once she understood he considered them equals she got over it.**

**People usually put paragraph breaks when people fall asleep, but that doesn't make sense to me in this case because he didn't know he fell asleep. So that's why it jumps from point A to point B like that.**

**I have been wanting to write a scene where GLaDOS sticks her lens into an egg salad sandwich FOREVER, but I couldn't figure out how to fit it in any of my fics. So here it is! I was very happy to write it at last. **

**I did have a blue car with a tailfin, but it wasn't shiny. **

**Is GLaDOS playing with toy cars before she goes to bed? Yes, yes she is XD**


	6. Chapter 6

Chapter Six

Wheatley bounded into her chamber a bit early the next morning, having thought of something new he could have her do with her maintenance arms, but to his surprise she was still in the default position, though as he got closer he could see that her optic was on. What was she doing? "GLaDOS?" he called out softly. "What is it?"

She lifted her core just enough to look at him, then looked back down. He frowned and nearly ran up to her, putting his box down and then lying down, scrambling beneath her. "What's wrong?"

She looked down at him for a long, long moment, then hitched herself upward and brought a maintenance arm out of the ceiling. She tapped it on the lid of the box and he sat up, unlatching it quickly and flipping open the lid, and she took the truck out again and tapped at it. He was well and thoroughly confused now, but he opened it and spilled the cars out of the inside. She separated two of them from the group and pushed them violently off the glass.

"Hey!" he cried out, looking up at her. "What're you doing?"

But she only returned to the default position and did not try to answer.

Wheatley stepped over the cars and descended the stairs finding first one car, then the other. He wondered if these particular two had some sort of significance. One of them was a black sedan, the other a white car with a little tailfin, and… hang on. Where were the cars he'd given her? He looked around the room, trying to see if she'd driven them someplace she couldn't retrieve them from, but they weren't there. Maybe she'd pushed these two off the glass for a different reason.

"GLaDOS, luv," he called out softly, "did someone take your cars?"

She nodded once. Wheatley clenched the ones in his hand and turned to face the doorway, brows creased. Now why in the bloody hell had they done that? Okay, sure, maybe they hadn't built a multimillion dollar supercomputer to play with toy cars, but God, it wasn't like that was _all_ she did. Surely she could play with them when she didn't have anything else to do.

Wheatley scrolled quickly up the system log until he saw who had booted her that morning, confirming his suspicions. He slammed the two cars into the desk and stormed out of the room, heading for Greg's office.

"Greg!" he yelled, blasting the door open, "why'd you do that?"

Greg looked up calmly from his computer. "Do what?"

"You took her cars away!"

"She doesn't need them. Henry said you were using them to show her how to manipulate the Multitasking Arms, but she obviously has a grasp of that."

"That's besides the point!" Wheatley ground out, planting his hands on Greg's desk. "They're mine, and I gave them to her."

Greg laughed. "What's a giant robot going to do with a couple of toy cars?"

"Play with them, you arse!" Wheatley shouted, smacking the palm of his left hand on the desk. "Give them back. I'm not finished with them."

Greg pulled open a drawer and dropped them in front of Wheatley, who snatched them up quickly and stepped back. "Watch yourself, Wheatley," Greg said in a low voice. "You're only a glorified babysitter, you know."

Wheatley said nothing to that, only leaving the office and running back to GLaDOS's chamber. "Here," he gasped, holding them out as she lifted her core disinterestedly. "Here you are."

She brightened noticeably, taking them out of his hand and turning to the bare portion of the glass and bending low over them. He watched a little sadly as she did whatever it was she'd been doing with them before Greg had taken them. She needed to play, just like anyone else, but no one _got_ that. They just thought she could work all the time, and just do that and it would be enough. He swallowed and got down on his stomach beneath her. "D'you know that cars make noise, GLaDOS?" he asked her in a shaky voice, and she shook her core and paused.

"Yep, they make noises just like you," he said, picking up the Batmobile and turning it over. He felt a stab of annoyance, because it was now heavily marred with scratches and he'd given it to her pretty much brand-new, but he clamped down on it. He never even looked at these things anymore. As long as she had fun with it, she could do whatever she liked. "They make this sort of 'rrr' noise. The bigger the engine, the bigger the noise, see? And _this_ car's got the biggest engine of them all." He looked over his shoulder, snatching up the two pieces of the Beetle, and showed her the bottom piece. "This here's the engine. Makes the car go. The Batmobile, well, it's the car of this… superhero guy, and he catches bad guys and sends them to gaol. So he needs a _really_ fast car." He picked it up and pointed at the back of it. "See, his car goes so fast he needs fire coming out the back to show how fast it goes!" He leaned onto his right elbow, digging around in his jeans pocket and pulling out his lighter. "This is fire," he said to her, turning it on, and she jumped back and then came in close, but he shook his head and moved it away. "You can't touch it," he told her. "It'll harm you."

Upon hearing this, her chassis sank, and he didn't blame her for not liking that. If he could have touched fire, he'd have done it too. "Hang on, I've got an idea," he told her. "D'you have good control of that arm, there?"

She nodded, and he held out the lighter. "You can touch it with that, and _only_ that. Be careful. You can't knock it out of my hand, because I can't touch fire either."

She slowly brought the claw up to the flame and moved it inside of it, and she jumped a little when the fire bent around the metal, leaving a blackened streak but otherwise not affecting it at all. She made the curious, surprised noise from a couple of days previous and took the lighter out of his hand before he could stop her. "You can't use it, luv," he told her, as she flipped it over, presumably because she was trying to figure out where the fire had gone. "You need thumbs."

She stared at him for a long moment, then turned away from him and tried to light it anyway. And he could not convince her to give it back. She ignored him every time he asked her to give it to him, holding it out of his reach, and eventually he sat back helplessly, wondering what he was supposed to do this time. How would he explain it if someone walked in and saw GLaDOS trying to light a lighter?

Three very long hours later, GLaDOS turned around suddenly, levelling herself and bringing the claw very close to his face. He yelped and jolted backwards, and to his complete and overwhelming shock she lit it. It was only a second's flash of flame, but she lit it.

"Oh my God," he gasped, looking up at her. "Look at that! You – you did it! I thought it was impossible, but you've proved me wrong _again_! You're trying to make a career out of that, aren't you. Look, to keep it on you've got to roll the wheel and then hold the little red bit. Here." She let him take it, and he held it by the very bottom, turning the lighting mechanism towards her. She lit it for another second, and he pointed at the red button. "You've got to hold that down."

After a few more tries she got it, and Wheatley broke out in a broad grin when the flame held. He dropped it and gave her a quick rubbing, which he could tell she greatly enjoyed. "You're such a clever girl," he told her softly, shoving the lighter back into his pocket. "You're going to be far too smart for all of us one day, I know it."

She wanted him to go on rubbing her core, he could tell, but he shook his head and sat back. "That's enough for now," he told her. "I've got a new game for you."

He opened the box and pulled out another one from inside of it, and he poured the contents out in front of her. "These are 'blocks'," he said, holding one of them up in front of her. "We're going to make a bit of a road for your cars, alright? We need to line these up."

She did it without fighting and without resistance, which was a welcome surprise, and after they'd built a bit of a road she pushed her cars through it with great enthusiasm. From that, he got her to build a bridge, and then a pyramid, but building the tower was actually her idea. And in fact she refused to let him help her, shoving his hand out of the way every time he tried, so he sat back and tried to be patient. Eventually she had them stacked into a tentative pyramid shape, sorted according to colour, and she nodded to herself in satisfaction and moved backward. He smiled.

"Very nice," he told her. "You've got this down, haven't you?"

She began to disassemble the tower, one block at a time, dropping each one carefully into the little box, and he let her do so without bothering her. After she'd finished that she put the cars away too, save for the Batmobile and the blue sports car, and closed the door of the truck without his help. She then thrust her core into his box again, inspecting the contents closely, and she reached in and pulled out a bunch of robots that had somehow got tangled together inside of the box. She dropped them in front of him, and he helped her pull them apart.

"These're robots," he told her. "You can fold them up into cars, see?"

She shook her head and tapped at the pile of untangled bots.

"No what? You can fold them into cars." He showed her the one he'd been folding into a yellow Camaro.

She picked up the largest of them and shook her head, putting it back down again. He stared at it in confusion. "That one folds up too," he said, reaching for it, but she pushed it out of range and tapped at the glass emphatically.

"I don't understand, luv," he said gently. She made her annoyed noise and shoved most of the toys off to the side. Then she pushed the largest one in front of him and tapped first the arms, then the legs, and shook her head. He frowned, putting down the Camaro and trying to decipher her message. She was trying to tell him no about something, something about arms and legs…

A cold feeling settled inside of his stomach and he looked up at her sadly. "These aren't robots? Is that what you're saying?"

She nodded enthusiastically and poked at Wheatley with her claw, and he shook his head slowly. "No, sweetheart," he said softly. "These aren't humans. These are robots."

She shook her core a bit harder and tapped at the arms and legs again, and he bit on his cheek, trying to think of how to explain it to her. "Robots look… a robot can look like anything," he tried, spreading his hands helplessly. "They can have arms and legs, or they can have none, like you. Robots look like all kinds of things, and sometimes they've got their own look, like you have. These robots do look human, a little bit, but they're not. Humans can't turn into cars."

She looked for a long moment at the little toy, then at her maintenance arm, and finally at Wheatley's arm, which she reached over and grasped carefully, lifting it up a little bit. He knew what the question was even though she hadn't been able to ask all that clearly, and he pushed the metal off his arm and shook his head, not able to look at her. "I don't know why you haven't got arms," he said quietly. "I don't know why you haven't got legs, either. I don't know why you're stuck up there in the ceiling. They said it was because Caroline was used to having a body, but I don't think she'd've wanted that. And I know you're not Caroline. I know that. It's kind of sad, really, that you ended up in a body built for someone else. There's nothing wrong with you, that's not what I'm saying. You're a lovely little robot, you really are." He twisted one thumb in one fist. "I don't want to say, exactly, that I'm _glad_ she didn't make it, but… I like you. And I like this job, here, where all I've really got to do is hang out with you all day. And I couldn't've done that if she'd made it, you know? You wouldn't exist. And… and that'd be sad."

He looked up to see her regarding him very calmly, and he didn't know if she'd understood anything he'd said but she'd listened, at least, and he took a breath to steady himself and asked, "Is it alright if we play with these for a bit?"

She nodded and bent down, picking up the largest one again, and by the end of the day he'd gotten her to fold up most of them using two claws instead of just one. He told her about the programme on television he used to watch, where the robots fought other robots and saved the world for the humans they lived with, though he glossed over that bit quickly. She looked up at him suddenly when he talked about that part, and he realised he'd never seen a programme entirely devoted to humans helping out robots. They were always about saving the Earth or the human race, and he wouldn't have blamed her if she'd become upset. But she didn't, which he was glad of, because it was very hard to calm her down. When he had to pack up to go, she put them back into the box but kept back the one she'd focused most of her attention on, and when it came time to put that one away she held the claw over top of it and pulled it back tentatively, staring at him all the while. He nodded and latched the box. "Go ahead," he told her. "If Greg takes them, let me know when I get here tomorrow, okay? Don't get upset. Just let me know, and I'll go get them for you."

She nodded and watched him leave, as always, and when he got to the doorway he watched her fold up the little robot with a lump sitting very prominently in his throat.

He drove home without paying too much attention, which explained all of the honking that was going on, come to think of it, and when he got home he only managed to force a couple of bites of a corned beef sandwich down his throat before giving up and sticking it in a sandwich bag. The lump wasn't going anywhere, and after scrubbing half-heartedly at the dishes he just left them in the sink of soapy water and went upstairs. Even after he'd taken a very long shower, it still hadn't left his throat, and even though it was far too early to be going to bed he lay down on it anyway, staring dully through his bedroom window. It was on the right hand side of his room, so he was able to curl up into a ball while he was doing it, which was all he really wanted to do. Well, no. He wanted to go back to Aperture and talk to GLaDOS, but he wanted to have an actual conversation with her, which was impossible, because the poor thing couldn't talk. Talking _at_ her would've done, but he wasn't quite ready to risk that.

Somehow he did fall asleep, but it was fitful and restless, and he woke up with a horrid ache between his eyes. He groaned and pressed the spot in question, hard, with his fingertips, but it didn't really help. The alarm clock read just after midnight, but there was no way he was going back to sleep with a headache like this. _Ah, to hell with it_, he thought, stuffing his feet into his loafers and wondering why it was so painful. After he'd fallen down the stairs and hit his face against the wall opposite them, he realised they were on the wrong feet and kicked them off in annoyance. He'd walked out the front door, shivering, keys clenched in one hand, when he realised that he was freezing cold because he wasn't wearing a shirt, let alone his jacket, and had to go back inside and get on that.

He kept an eye out for Joe, but didn't see him anywhere, and slipped into Henry's office and opened the door to GLaDOS's chamber. To his great surprise, she was on, and she was slowly moving her two maintenance arms in such a way that it reminded him of the song 'The Itsy Bitsy Spider'. He stepped slowly towards her, confused. "GLaDOS?" he called out, and she snapped up to look at him. She tapped on the glass with one of the maintenance arms, and he stopped. "Alright," he nodded, and he ducked under the closing door and ran into Greg's office.

He could tell she was very happy to have the toys back, because as soon as he gave them to her she began to play with them, but he placed a hand on one of the arms and looked at her seriously. "Why are you on?" he asked softly. A very broad question, to be sure, but she could answer if they plugged away at it.

She lowered herself into the default position and mimed startup, but that didn't really help. "I want to know _why_ you woke up," he said, and she looked away, chassis shifting. He decided he'd better help her along and folded his hands together, thinking hard. "Did something startle you?"

Nod.

"Did… someone come in here and – " She shook her head before he could finish. He frowned and rubbed at the stubble on his chin. "Okay, okay, um… was it a loud noise?"

Shake.

They weren't getting anywhere! He folded his arms and leaned back against the railing. She tapped at her core with one of the maintenance arms.

"Something happened to your core? What, is something broken?"

She started to nod, and then she started to shake her head, but didn't complete either action and looked down at the glass uncertainly. He tried to piece together the information. Something had startled her, and it had something to do with her core but she didn't know what, and whatever had happened had woken her…

No.

No, that… that _couldn't_ be it…

"You didn't… you didn't have a bad _dream_, did you? Did… did you see something inside your head that, that bothered you?"

She nodded, and his stomach clenched. Great. Now she was having bad dreams. And she was all by herself, in the dark, for hours on end. "Has this happened before?"

Thankfully, this question was answered by a shake, and he stood up. "C'mere, luv," he told her, and she did as he asked. He swallowed, not sure how to go about it because even her core was just so bloody massive, but in the end he just stepped forward and went for it, wrapping his arms tight around her as far as they would go. She jolted and went still for a long moment, but after she'd judged it was safe she pressed her core into him so hard he had to bite his tongue to keep from crying out. She didn't want him to let go, he could tell, and though he shared that sentiment he couldn't breathe and was beginning to see spots. "That must've… been some dream," he gasped, rubbing his chest, and she nodded slowly. She raised the maintenance arm and poked at first his left arm, then his left leg, and he frowned. "It was about me?"

She shook her core and pointed at the same spots on her little robot, then waved the claw at herself, and he felt even worse, somehow. "You had arms and legs, in your dream."

GLaDOS nodded, pinching the legs and arms of the toy together with both claws and then looking up at him, and he said slowly, "And… they were pinched together? They were… tied up? They were… stuck? You couldn't move them!"

She let go of the toy and continued to look at him, and he sat down on the glass, eyes wide. There was only one reason she would dream such a thing, and he didn't like it, not one bit. GLaDOS didn't know how it _felt_ to have arms or legs, and by extension would not _know_ what it felt like for them to be trapped, and that meant… that meant…

_Caroline was still alive_.

She was still alive, only she was trapped inside of GLaDOS, someplace, probably because GLaDOS was already there and couldn't be displaced from her own mind. He felt a violent stab of guilt in his stomach when he realised the thought of GLaDOS being stuck with a human in her head bothered him more than the thought of Caroline being trapped in there with her. He clenched his belly in one hand and chewed on his lip. Okay, so now he knew that, but what did he _do_ about it? Caroline was alive, and GLaDOS was alive, and to free one of them the other would have to… to be killed, and… this line of thought only made the aches in his head and his stomach worse, and he clenched his teeth and pressed the heel of his hand to his brow. When she shifted forward, he reflexively started to stroke her, more of a way of reassuring himself than anything, and he said helplessly, "I don't know what to do, GLaDOS. Who's more important, you or Caroline? And… and even if we did manage to get Caroline out, to, to control your body instead of you, well, she'd still be trapped anyways, wouldn't she? How do we know she's not better off, sharing, being in there with you? How do we even know if she knows she's there? Maybe she's not. Maybe I'm wrong, and you're just… just dreaming, and that's that. Only… how can you dream of, of being something you've never been? I've never dreamed of being a robot, because I'm _not _a robot, right? I don't know what to do about this, or, or if there's something I _should_ do, or if I should leave it be, or, or…"

What – no. Oh no no no she was _not _doing that.

She had slowly closed one of the maintenance arms around him and pushed him closer to her, and now she'd ducked her head and was pressing the left side of her optic assembly into his ribs. To his complete horror his vision grew blurry and he couldn't swallow around the lump in his throat, and before he knew it he'd worked his arms free and thrown them around her, crying uncontrollably into her core. He had no clue what he was doing, only that he couldn't stop, and that even though he was supposed to be helping her get over her dream _she_ was helping_ him_ get over it.

They were there like that for Wheatley didn't know how long; all he knew was that he was still gasping for breath long after his swollen eyes had stopped producing tears. When he finally managed to keep his shoulders from shaking, he poked her with his index finger and scrubbed at his face with his other hand. Instead of moving back, though, she rubbed her core into his shirt, and he laughed humourlessly. "That's right," he told her, but he had no shirtsleeve this time and couldn't help. "You need to stay dry."

When she'd decided she was dry she backed away, farther than he expected she would, but he understood why when she started to… well, he wasn't sure, but it looked a lot like she was shaking herself out. Which made sense. He was feeling pretty stiff himself, but he also felt very heavy, and he didn't really want to move.

"Thank you," he said quietly, lifting out his hand, and she eagerly met his fingers. "I haven't had a hug in a good long time. You're so very clever, you know, figuring out how to give me one like that. Figuring out I needed one in the first place. I wish… I wish they _had _built you with arms and legs, so I could take you home with me!" He felt a dry sob in his chest and pressed it back down, not wanting to force her into comforting him again. "Oh, never mind," he muttered, his hand dropping into his lap. "You're going to wise up one day and figure out I'm not worth all that much." He got unsteadily to his feet, leaning against the railing for support, and he looked at her sadly. "I'm… I have to go," he told her, feeling even worse when he saw her chassis sink upon hearing it. "I'll put you back to sleep. I… I hope you don't dream again, but I can't do anything about that."

She looked down at her toys as he descended the stairs, and he very slowly initiated sleep mode. He watched her chassis sink to the floor, her optic extending all the way, and he stood there for a long time before he screwed up the motivation to leave.

When he got into his car, he sat there, motionless, for a very long time. He almost wished he'd never met GLaDOS. He'd never have thought it would be so upsetting and confusing to teach a supercomputer basic skills. What was he supposed to do? If he told someone that Caroline was still alive, they would shut GLaDOS down and poke around inside of her until they figured out where Caroline had ended up. That wasn't fair to GLaDOS, not at all. And maybe it wasn't fair to Caroline either, but what if she wasn't really… awake? What if she was just there, like a… a ghost, maybe? Or maybe she really was dead, and GLaDOS was just able to get into her memories or something… Wheatley groaned and rubbed at his forehead. What a mess. And God, why were his fingers blue? He folded his arms, bewildered, before he realised that all of him was freezing cold. He'd been sitting in his car for quite a lot longer than he'd thought.

It took him a while to get the engine going, seeing as he kept dropping the keys because his fingers were nearly numb, but after a few minutes the car heated up enough that he could stop shivering. When he got home he fairly dove under the blankets on his bed, forgetting to take his glasses off and losing them in the bed. It took a very long time, because he'd gone out in his loafers without socks again and his feet were blocks of ice, but eventually he fell asleep.

**Author's note**

**Whether it's true or not that you can't dream about something you know nothing about, that's how Wheatley sees it. GLaDOS thinks that everything with arms and legs is a human, because she knows she's a robot and she doesn't have them.**

**I have nothing to say about this chapter. If any of you are looking for updates on _Euphoria_ or _Love as a Construct_, well, _Euphoria _is still on hold. I have half of Part Sixteen finished for _Love as a Construct_ but I had a bit of a major brainwave on how the end is going to go so I had to write that while it was still in my head.**


	7. Chapter 7

Chapter Seven

It was one of those days where Wheatley wondered if getting out of bed was worth it.

He stared dully up at the ceiling, mouth agape, wanting nothing more than to ignore his blaring alarm clock and curl up into a ball again, but there was a problem: he had to go to work. And he badly wanted to phone in and tell them he was sick, because his nose was well and thoroughly stuffed up and his throat sore and swollen, but he was reluctant to do so over a cold. Even if his head was pounding and his eyes hurt.

Groaning, he threw off the blanket and swung his legs over the edge of the bed, a hacking cough coming up out of his lungs. Great. If only GLaDOS could catch colds, he'd have had an excuse to stay home, but unfortunately he did not happen to have a computer virus. He tried to imagine what she might look like if she had a computer cold of sorts, but couldn't. Oh well. Best time to get going, then.

Somehow he made it to work without incident, even though he was pretty sure his eyes weren't open for most of the trip, and accidentally drove his car over the concrete block marking his parking spot. He got out of the car and looked disinterestedly at the tilted vehicle, kicking at the front fender half-heartedly as if _that_ would move it back, then shrugged and retrieved his box, closing the door with his elbow. He had no idea whether it was stuck or not. He'd managed to get it off the last time he'd done that, so he decided to leave it for now and hope he was motivated enough to do something about it later. Else he was going to have to call the towing company again, which he only did as a last resort. He was pretty sure they were upping his charge every time he called them, but he wasn't confident enough to call them out on it and he always forgot to ask for a receipt.

He walked slowly into GLaDOS's chamber, sniffing every second and a half or so, wondering if she would mind if he left early. He felt simply awful, and he hadn't worked out what they were going to do next. He also didn't have the energy to think of a plan. Between yesterday's headache and the hour or so he'd spent sitting in his car, he should have recognised he was coming down with something and planned accordingly. But Wheatley's plans never went accordingly anyway, so he supposed it didn't really matter.

"'allo," he said hoarsely, and GLaDOS looked up quickly from her little robot, which she appeared to be carefully arranging into a sitting position. "Look, I –"

All of a sudden she'd whirled on him, knocking him over and pinning him by the waist to the glass with one of her maintenance arms, and bent so low over him that her body was almost pressed to his. He raised his arms helplessly, staring at her with eyes wide in terror, but she only lowered her core to the side of his face and started… she was… _nuzzling_ him. He had no idea where she'd got that idea from, or the whole trapping him underneath her bit, but after a few moments she backed off and let him up. His heart was pounding away painfully in his chest, and he gasped a little and brushed at his shirt. Well, at least he could breathe now; the fright had cleared out his nose.

"Had… had a good night there did you?" he asked breathlessly, as she looked at him a bit curiously, and she nodded enthusiastically and tapped her core. His brow furrowed. She'd had another dream? But… how could that be a good thing?

When he asked her, she poked him in the chest. "Me?" he said faintly, face screwing up even more. "You had… a dream about me?" He felt strangely flattered to hear that she'd dreamt about him and it had put her in such a good mood. She waved in the general direction of herself and then tapped the box.

"We were playing with the toys?" he asked. She nodded once and then turned her attention to the box, inspecting the latches closely and flipping them open without too much trouble. He was honestly baffled at her control of the maintenance arms, and he was outright stunned when she opened the rear door of the truck as if she did it every day. _You're not going to need me for too much longer,_ he thought, sadness coming over him, and he sank into a sitting position, rubbing at his now stuffed up nose. "GLaDOS," he said, now glad he'd left Henry's box of Kleenex in the box of toys, "you can do whatever you like today. I'm not feeling well. Got a bad cold, see. Don't really want to do anything. You can just play, and I'll just, I'll just watch."

She regarded him pensively, and he got the impression she actually wasn't too pleased with that arrangement. She went back to pulling the toys out of the box, unearthing a little tin of action figures from a science fiction film series that had come out a few years back, and she looked at them with only a moderate amount of interest. She put the figures with helmets in a pile and put the rest of them back into the tin. Wheatley dabbed at his nose with a tissue and watched as she put the tin back into the box.

She had put away all of the figures with human faces.

He had no idea what she was doing after that, but whatever it was, she was very involved in it. She built some sort of staircase, kind of, around the largest toy robot, and she positioned all the little figures on the staircase so that they were facing it. She had folded up the rest of the robots and they appeared to be leading the other cars someplace, but for some reason the Batmobile and the blue sports car didn't get to be in on the whole thing and were sitting off to the side. After a particularly harrowing cough Wheatley moaned and leaned his aching head against the railing, pushing up his glasses and covering his eyes, and when he'd finished rubbing his eyes he settled his glasses to see GLaDOS looking at him curiously. "I told you, I'm ill," he told her, wincing at the soreness in his throat. "I…" He wasn't sure if she understood the concept of pain or not. "It hurts, all over. And I can't breathe. And…" Oh, what was the use. She didn't understand breathing, or swelling, or tiredness. "Y'know what I wish I had? Some tea. My mum used to make me the loveliest peppermint tea when I was sick, y'know, just nothing in it, just plain, just like that, and even just the smell of it made me feel better. I dunno where she got it from, but it was delicious. My mum and my dad and my sister, there, they all took that one with the honey and the lemon in it, but for me, nah, always the peppermint, there. And my mum'd laugh and say, 'Always got to be out of the box for ev'rything, don't you, Wheatley?'." He shifted his weight reluctantly, but his bottom was almost numb and that was never fun. "I should call her. Haven't done that in a while. Bloody expensive, though." He yawned and settled back against the railing again. God, he was tired all of a sudden. He looked through half-closed eyes up at GLaDOS, who was still watching him carefully, and asked tentatively, "You don't… can I take a bit of a nap, luv? I'm just… I'm getting sleepy, and I'm not doing anything anyways. That alright?"

She nodded, pushing the Batmobile and the sports car over to him, and he lay down on his side with his head on his left arm and wrapped them up in his other hand, smiling faintly. He didn't know why she'd done it, but she seemed to understand the concept of needing comfort, at least. He watched her drive the little cars up to the tower around the robot, too sleepy to do anything about the mucus dribbling out of his nose other than to sniffle half-heartedly, and eventually his eyes closed and he fell asleep.

He jolted awake, sitting up, startled, because he could've sworn he'd been lying on his mother's couch, which he hadn't seen in years. But though his mother's living room was not real, the tang of peppermint definitely was, and he looked around in confusion to see a black Aperture Laboratories mug sitting on the glass just in front of him.

"What the –" He stared at it, scratching his head in confusion and pushing his glasses up farther, but it didn't disappear or turn into something more likely. "GLaDOS – there was no one in here, was there?" he asked, craning his neck towards her. She shook her head and went back to pulling at the undercarriage of the Beetle, presumably trying to separate it from the top. "Well… how'd this _get_ here, then?"

She gave him a glance but did not try to answer, and after his syrupy brain slogged through the possibilities, he gaped at her, disbelieving. "You did _not_ make me a cup of tea."

She dropped the car and bent down, nodding indignantly and tapping the glass next to the cup. "But how?" he asked, leaning forward on one hand and gesturing wildly with the other. "I _s'pose_ you _could_ have, if you used the cam'ras in that one break room, there, but… that doesn't explain… you couldn't have, you _can't_ use the cam'ras…" He broke off when she looked away, her chassis twitching a little, and his eyes widened. "You _can_ use them," he breathed, placing his other hand against the glass. "You've just been _pretending_ you can't."

She looked down, twisting the claw against the glass, and he reached out and touched the side of her core. "I won't tell," he whispered, even as he did so wondering why he was. "It'll be our secret."

She perked up at that, picking the Beetle up again, but he still wasn't done asking questions. "But how did you know how to _make_ it?" he asked. "Don't tell me you've figured out how to get into the database too."

She continued fiddling with the Beetle, using her second claw to poke him in the shoulder. "From me? But I never showed you – wait. You… you watched _me_ do it?"

She nodded and moved the claw back to wherever she was leaving it, and he didn't know whether to be flattered or creeped out. She watched him when he left the room. She had enough control over the cameras to not only watch him, but to follow him to his destination. "GLaDOS… d'you watch me often?"

Shake.

"Then how did you know I was there, was uh, was in the break room?"

Another shake.

"You didn't know?"

She shook her core in such a way that indicated she was bored of this line of inquiry, but he couldn't drop it until he got a firm explanation out of her. "Were you watching someone else?" he tried, not able to think of another explanation.

Nod.

"D'you watch them often?"

Nod. She finally got the two pieces separated, making a noise in self-satisfaction, and she began attempting to fit the top of the Beetle on one of the other cars, trying each one in turn. Wheatley sat there, dumbfounded. He didn't know what to do with that news. She was watching someone in the facility, and pretending she didn't know _how_ to watch them to boot. She really _wasn't_ going to need him much longer. He wished he knew who she was watching, while also being glad he didn't. Whoever _that_ poor sop was, he had her full attention and the reasoning could not be good.

"You don't watch me, right, luv?" he asked hopefully. She shook her head, balancing the shell of the Beetle on top of one of the helmeted figures. "Please don't," he told her. "Leave me to what I'm doing, will you?"

She gave another nod. Then she abruptly reached forward and grasped the cup of tea, pulling it towards her, and Wheatley jumped, grabbing the handle. "What're you doing?" he cried out. "I haven't even tasted it yet!"

She seemed reluctant to risk spilling it, merely tugging at it, and he pulled harder. "I want it," he told her, frowning. "Give it back."

She let go after a few moments of inspecting his face, and he snatched it up and clutched it close. He tipped it up to his face, inhaling, and sighed happily. There was nothing better, there really wasn't.

He wouldn't have expected it, but she had actually made a very lovely cup of tea, and he drank it quickly, with her watching him all the while. Truth be told, the fact that she'd gone to the trouble made him feel better than the liquid had, and it was that which earned her a thorough rubbing. "Thanks, luv," he said softly as she looked up at him. "That was very kind of you. And quite clever, I might add."

When he sat back down, she went back to putting the top half of the Beetle on everything possible, but he could have sworn she seemed listless and… bored. He frowned. He had no idea what he was going to show her after this, and she had only had the box for three days. He pulled it close, thankfully locating a deck of cards and a Rubik's cube, and when she saw those items she immediately dropped the shell and held her claw out. He handed her the cube. "D'you know what to do with that?"

When she responded negatively, he tried to show her, but he'd never been much good with them and only managed to get half of one side in a solid colour. He shrugged sheepishly and handed it back, but she didn't seem to care and only inspected it for a long moment. Then she proceeded to solve the cube so fast and with such dexterity of the maintenance arms that he actually stopped thinking, unable to do anything but stare at her with his mouth wide open. She let it fall carelessly out of the claw when she'd finished, taking the deck of cards from his slackened fingers and getting the box open without too much trouble. Wheatley picked up the cube and stared at it, dumbfounded, until she tapped on his shoulder and then at the cards. He gaped at them blankly for a moment, then realised she couldn't pick them up.

He told her to pick up the rest of the toys if she was finished with them, which she did quickly and without complaint, and when she'd done that he showed her how to build card houses. She grasped this concept rapidly, and within an hour or two had constructed a very lovely house, the likes of which he'd never seen, not even from his dad. And his dad had been very good at card houses.

She carefully pushed her two cars into the top level of the house, but looked uncertainly at the robot. "It probably won't support him, luv," he told her. "They'll have to come out if he wants to have a visit."

"So… what's this supposed to be?" Greg asked, and Wheatley jumped, accidentally knocking over the house. GLaDOS made a noise in annoyance, smashing her claw down on the glass, and Wheatley looked up at her, guilt winding through his stomach. "Sorry," he told her, but she wasn't even looking at him. She was staring at Greg, and as he watched she slowly backed up, chassis tightening.

"She's… look, she's got excellent control of the arms now, I just… I was getting her to use the cards to make sure. She can move, uh, she can control the smallest of objects. She's ready to… to do whatever you wanted her to do with them." Out of the corner of his eye, he could just see GLaDOS dragging the claw very slowly over the pile of cards, and when he saw a flash of metal he realised she was hiding the two cars. Hoping to distract Greg, he went on, "Just let me know what uh, what programs you want her to get started on, and I'll uh, I'll get her on that right away."

"I see what you're doing," Greg said suddenly, but he wasn't looking at Wheatley either. He abruptly leaned over and brushed aside the pile of cards, snatching up the Batmobile. GLaDOS lunged forward and pinned him to the glass, one maintenance arm pinching his free hand to his waist and the other held up in front of the hand containing the car. He turned his face away from her, eyes squeezed closed, because she'd brought her optic very close to his face and turned up the brightness. Wheatley stared, and honestly if he was in Greg's position right then he'd have been terrified, even moreso than he had been that morning. Her size was horribly intimidating, and she had her core so close to his face…

"Get it off me!" Greg yelled, trying to kick her chestplate, but she didn't seem to notice. She didn't move at all.

"Just give her car back," Wheatley said, trying to be as calm as possible, though the adrenaline had gone and cleared his nose right out again and sent his heart into overdrive. "Give it back, and she'll leave you be."

Greg threw the car away from him, in Wheatley's general direction, and GLaDOS made an awful electronic noise that managed to scare Greg so much that he scrambled backwards with his elbows and heels. She whirled around, snapping the car up before it could fall off the glass. "What in the hell have you been _teaching_ it, you idiot?" Greg yelled, standing up and pressing his back against the railing. "That's just as crazy as what it did when we turned it on!"

"She's a _she_," Wheatley said, a bit miffed. "And I didn't teach her to do that. How d'you expect me to leap on top of a giant robot like that, mate? It isn't, that's impossible."

"Well, of _course_ you managed to do it, then," Greg retorted, heading down the stairs. "Don't think I'm keeping this to myself, by the way."

"What're you going to do? Punish her?" Wheatley said snidely, regretting it the instant he said it. Now he'd gone and given Greg an idea, probably.

Greg said nothing, and Wheatley turned to GLaDOS, who had not picked the Batmobile up but instead left it pinched inside the claw exactly where she'd caught it. "Look, you can't do that," he told her, trying to be as gentle as possible. "You can't just go _leaping_ on people. Well, you can… you can leap on me, if you like, but just don't… do it like _that_. You've gone and gotten yourself into trouble, now. When people like that start uh, start getting in your face, you just got to keep your head down, eh? Don't give them excuses to uh, to pick on you."

She looked down at him for a long moment, and he suddenly realised she had not relaxed at all as she usually did once someone left the room. The longer she stared at him, the stronger the unnerving sense of foreboding grew in his stomach, and when she suddenly snapped the claw shut, crushing the Batmobile flat between the pincers, he cried out and backed away from her. Coldly, she did the same to the other car and afterward violently dismantled the robot, staring at him all the while.

"Oh God," Wheatley gasped, somehow managing to stand though his legs were watery and his hands were shaking so badly he could barely find the railing. "Oh God oh God oh God – "

Only after she finally looked away was he able to stumble out of the room, running wildly through the facility and out to his car, where he got inside and slammed the door shut, pressing his forehead to the steering wheel. What had she been_ doing_? She'd just ruined her favourite toys! Did she not understand that he couldn't fix them? Or did she not care? She must have been trying to make a point, Wheatley realised, though it didn't help him feel any better. Thankfully, his car wasn't stuck and he made it home in record time. It was only after he'd woken for the third time that night, skin damp with fever and wracked with chills, that his muddied brain figured out that if she didn't have the toys, Greg could not take them. He sat up, staring blindly into the near darkness. She'd been following _Greg_ the whole time, hadn't she! From the outset Greg had been hostile towards her, and he had taken her things from her three times… and now she'd destroyed them so that he could not take them again. Sadness gripped Wheatley's chest as he slowly lowered himself back down to the mattress. She'd had so little, and now she quite literally had nothing.

He was starting to think getting so close to her had been a very bad idea.

**Author 's note**

**I forgot to mention that the robot is Optimus Prime.**

**She's playing with Star Wars action figures, which I have a collection of. I don't have any Transformers, though.**

**So this chapter gets a bit heavier: Wheatley learns that GLaDOS is a lot smarter than she lets on. She's also maturing very fast, as I imagine she'd do in that sort of environment (because she would begin to equate that with survival) so she's getting tired of playing. She is afraid of Greg because she knows he would do her harm, so she keeps an eye on him as much as possible. And then she destroys the toys because, as Wheatley mentioned, she didn't want them taken again. She learns that she's not allowed to have anything, even when it's given to her. **

**She tried to take the cup of tea because she thought he was making a fuss because he didn't want it. And I know that GLaDOS's chassis in Portal doesn't go down that far, but if you sub in the Portal 2 chassis (which is the one she's in, here) it might. And if it doesn't, I don't really care, because I really like the image of her on top of Wheatley like that. He's just like 'OMG WTF' and she's just like 'Hi Wheatley!' So she's also learning to use her size to her advantage (by trapping Greg).**


	8. Chapter 8

Chapter Eight

"G'morning."

She glanced at him but only for the barest second, turning back to the system log again. He frowned, wondering if he'd done something wrong, until he realised that her chassis wasn't tightened. That would have signified that she was upset or annoyed, but it was too loose for that. Something else, then.

He walked up the stairs cautiously, setting down the bucket of Lego he'd brought with him, but she still didn't move, her gaze fixed on the system log. "Something wrong?" he asked gently, noticing that the pile of cards was gone and the box moved to one side. She looked down and brought out one of the maintenance arms, tapping at the glass, and he looked down to see the three broken toys three feet away from him, which he honestly had not noticed. "Oh, that's right. I'm sorry, luv, I can't fix them. They're… good and done for, they are." He bent down on one knee and gathered them into the crook of one arm. "Wish I could, though. I know you liked them."

He unlatched the box and dropped them inside, then grabbed the handle of the bucket and brought it over to her, but she didn't come down when he asked her to. "C'mon, GLaDOS. You're not gonna stay there all day, are you? C'mon. I've got something new to show you."

She shook her head and didn't move.

"C'mon. I just want to play with you. Come here, will you?"

That earned him a glance, but nothing more.

"Please? I don't want to play by myself."

Nothing.

"Well, can you come here, at least? So I can find out what's wrong?"

That convinced her to level herself, but she still wouldn't look at him. He took a deep breath, glad that there had been a bottle of cold medication in his bathroom cabinet. "Okay. First question: are you upset?"

Nod.

"About yesterday?"

Nod.

"About… what Greg said?"

Shake.

"About… uh… what I said?"

Shake.

"The… the toys? Are you sad they're broken?"

Nod.

"It's okay, sweetheart," he told her gently. "They were just toys, you know. Life goes on."

She shook her head and poked him a little, and he frowned. "What."

She tapped the box, then poked him again. She was upset about the broken toys, and something to do with him and the toys…

"D'you feel bad for breaking my toys?" he asked softly, and she nodded once, looking away again, and honestly she looked so terribly sad that he almost teared up himself. He stood up, walking around the bucket. "Hey. Hey. GLaDOS. Look at me, eh? Look at ol' Wheatley for a second."

She did, looking reluctant, and he laid a hand on the side of her core. "It's okay," he told her. "Don't worry about it. I don't mind. I understand. It's alright. I'm not upset."

She pulled herself up a little, nudging him almost shyly, and he laughed and gave her a hug, which she returned as best she could by pressing her optic assembly into his ribs. "It's alright," he repeated, stroking her a little. "I'm not upset."

When he pulled away and sat down, she looked at the bucket, placing her claw tentatively on the lid and looking at Wheatley uncertainly, and he nodded. She lifted it off and peered inside, pulling out one of the little blocks, and he reached over and tipped over the whole thing. She startled, looking rapidly from one tumbling block to another, but Wheatley frowned and asked, "Who cleaned up the cards?"

She pointed at herself and rummaged through the pile of bricks until she found a little plastic door. She dragged it to the edge of the glass and then pinched on the bit of the door that stuck out over the edge. Wheatley grinned. "That's my girl," he told her, and she looked up quickly. "Good job. That was very clever of you."

She put the door down, and he showed her how to snap the pieces together in order to construct objects. She brightened after a while, helping him build castles and houses and all manner of things, and when he said he had to leave she somehow fit the building they were working on into the bucket without dismantling it.

When she'd fit the lid back on and pushed it towards him, he told her to wait and that he'd be right back. He put the bucket in the box and brought them both out to his car, tossing it into the backseat, and rummaged around in the glove box for a few minutes before he finally found what he was looking for and ran back into the facility.

"Here," he said breathlessly, whipping out his hand and showing the object to her. "That's for you."

Slowly, she leaned out and flipped it over, but when she saw what it was she dropped it in surprise. She shook her core, moving back, but he picked it up and put it back into her claw, pressing on it so that it was held between the pincers. "I want you to have it," he told her. "I never opened it, last car my dad ever gave me, but hey, what's the use in keeping it in the box like that? You can do what you like with it, open it or keep it closed, doesn't matter."

She looked down at the unopened Batmobile, adjusting and readjusting it in her claw, and tried to give it back, but he shook his head and backed up. "That's yours," he said firmly, looking her in the eye. "That's not mine anymore. I gave it to you, and now it's yours."

She looked at it for another long moment, then hitched forward with more uncertainty than she'd done in a long time and nuzzled him very briefly. Before she could move back too far, he gave her a quick hug, and after he let go she repeated her own action with far more enthusiasm. He smiled and folded his arms around himself. "All you need is a bit of kindness, eh girl?" he said softly, as she watched him calmly. "Just a bit of kindness, and you go from a giant scary robot to a giant cuddly one."

He bid her farewell and headed off, clambering into his car and rubbing his hands together because _blimey_ it was cold! He sat in the car, shivering, until it warmed up, and then he backed out of his parking space and headed onto the road. He wondered what he was going to bring her to do tomorrow. She was bored of the box, and she'd be bored of the Lego before too long… he drummed his fingers on the steering wheel, squinting at the snow-blown road in front of him. He wondered if she might like to play a game with him. He'd have to have a look at the ones he had. He grimaced, remembering the ease with which she'd solved the Rubik's cube. Best he found a hard one, if possible.

One of his tyres caught on the shoulder of the road and he twisted the wheel to the left, but for some reason he went sliding over to the complete opposite side. He was suddenly staring through the windscreen at three cars coming at him from the opposite direction, and he slammed on the brakes and turned the wheel to the right. He got back into his lane, but instead of straightening out he kept on going, and before he knew what'd happened he'd gone careening into the two-foot high snow lining the side of the road as far as the eye could see. Wheatley shifted into reverse, even though he knew it was useless, and sure enough, his rear tyres just spun freely behind him. He caught the shift in every gear between reverse and park, his hands were shaking so badly, and he just sat there staring at the dark snow in front of him for a long moment. "Shit," he said under his breath, fists clenched in his lap. "Shit."

He spent a couple of moments trying to wrap his brain around what had happened, and indeed trying to remember how, then dug around in his pocket for his cell phone. He flipped it open, but even before he did that his heart had already sunk into the region of his waist. The battery was dead. Again.

"Dammit!" Wheatley cried out helplessly, throwing the phone into the passenger seat, where it slid off and hit the door with a loud clunk. "This is not happening! It's not it's not it's not!" Frustrated, he yanked at the latch to open the door, but the door would not budge. Beginning to actually panic now, he wormed out of the front and tried to open the side door, but it wouldn't move either. He fell into the backseat and brushed his hair back from his face, his chest tightening and making it hard to breathe. This was _not_ possible. He had _not_ slipped off the road, he had _not_ forgotten to charge his bloody phone, and he _was not _trapped inside of his car! _Oh, fuck it,_ he thought helplessly, pushing at the door again in a near panic, _you're an idiot. Admit it this time_.

To his surprise, the door opened and he fell out, and he stood up quickly, clutching his jacket close both against the wind and against the cold feeling in his gut. His car was tipped in favour of the right side, the front end thankfully not buried in snow, but when he bent to inspect the tracks he'd made as he slid off the road he could see that it was in there good and deep. He was not going to be able to get it out on his own. And he had no phone with which to call the tow truck company. Or the police. Or anyone. He was stuck there, on the side of the road, in the dark, in the dead of winter. He kicked fruitlessly at the sunken rear tyre in front of him. Great. Just great.

He reached into the car and yanked the keys out of the ignition, slamming the door shut. It didn't really need slammed, seeing as he'd not been able to open it in the first place because it was too heavy with the car tipped over like that, but it had made him feel better for a second. He stuffed the keys into his pocket and trudged up the hill to the shoulder, pulling the zip on his jacket up as far as it would go. He had a vague idea that he was supposed to stay with the car, and that he was definitely not supposed to walk on the side of the road at night in case someone did just what he had and slid into him, but what else was he supposed to do? He had no phone, and there was almost no petrol left in his car, and no one had stopped. Not even the people he'd had to avoid hitting. Seriously. Hadn't they wondered what had happened to the maniac who'd almost smashed them? Did they not know how to use their rearview mirrors? He didn't want to do it, because he was already freezing cold and quite miserable, but he didn't see any other options. For once he wished he'd heeded his mum's advice and got himself some proper boots. His loafers were already soaked through and his feet were well on their way to being frozen solid.

He trudged along the road, trying to come up with any landmarks he could use to tell… someone… where his car was, but Aperture was quite literally in the middle of nowhere and he was pretty sure there were no houses for at least another twenty minutes. By car. Damn Aperture for being so far from civilisation. Black Mesa had been smack-dab in the middle of Santa Fe, right in the middle of a lot of convenient roads and houses and bloody _telephone booths_, but nooo, not Aperture! Always doing stupid things for no particular reason. He fit right in, actually, he thought to himself with a bitter laugh. Never charged his phone. Never paid attention to where he was driving. Never did anything properly. He was probably going to die, trudging alongside of this barely-used road, probably going to collapse in a few hours and they'd find his stiffened, frozen corpse not ten feet from the driveway of some quaint country home, so close and yet so far from being saved… Then they'd find his car, half buried in the snow, an echo of his own lifeless body… he shivered. A grim fate indeed.

Well… maybe he hadn't done _everything_ wrong. He had been given the job of showing things to GLaDOS, after all… no… that was just because he was the only one who believed she was alive. And because no one else wanted to do it. Well, it didn't matter _why_ he'd been given it, she was learning, she was, and she was so very smart and so very clever, and… he almost stopped walking, his next thought hit him so hard. If he died, or at the very least didn't make it to civilisation within a reasonable amount of time, with death being the more likely, she would be left there by herself come morning. She wouldn't know where he'd gone or why, and she'd probably think he didn't like her anymore. He grew sad just thinking of it, of poor little GLaDOS all alone in her chamber, wondering where he'd gone and if he was coming back. They'd toss a whole bunch of new programs at her and take away her new Batmobile, and she would just get frustrated and sad and miserable. He tightened his arms around himself and squinted through his ice-encrusted glasses. He _had_ to get help, and soon! If not for himself, then definitely for her.

It was a very long time later, he didn't know how long exactly but he thought the sky might be getting bluer, when he finally arrived at a brightly-lit country house and made his way up the driveway. His face was tucked into the flimsy collar of his jacket, his fingers clenched into fists that he could not budge even when he tried, and his legs barely moved at all. He managed to ring the doorbell with his nose and silently prayed that they would answer. He honestly was not sure he'd make it to the next house. He was colder than he'd ever been in his life.

Happily, the door opened after a couple of minutes, and Wheatley stared down dully at a little white haired woman, her hair done up in pink curlers. "What's 'appened to you, lad?" she asked, and Wheatley almost fainted in relief. He could not believe his luck. An old English lady! If there was one thing he was good at, it was wooing old English ladies.

"I've been in an accident," he gasped, barely remembering how to work his tongue. "My car's stuck on the side of the road, way back there."

"Oh, good 'eavens!" she exclaimed, putting a hand to her mouth. "Come on in 'ere, that's a good lad." She ushered him into the house and had him settle down on a long couch draped with a knitted seat cover, and she helpfully wrapped him in a very large and cozy blanket. "Would you like some tea?" she asked kindly, and he nodded as best he could.

"Oh, yes please," he managed, clutching the blanket to himself, and though he knew he should be directing his attention to looking for a phone, he was far too cold to actually carry out this plan. All he really had the strength to do was sit there, shivering. And God he was tired. The cold was keeping most of the fatigue at bay, but he was sure that once he'd warmed up, he'd be having a lie-down in no time.

The lady soon brought him a large mug of steaming tea, and he accepted it gratefully, inhaling the vapour in the hopes of clearing out his nose a bit. It did, but as soon as he recognised the flavour it sent a stab of sadness in between his eyes and he had to lower it into his lap. Peppermint.

The lady sat in a large stuffed armchair just off to the side of the couch and asked him about the accident, which he recounted as best he could, and she was so sympathetic to his plight he began to feel a bit better. He got her to provide him with a phone and dialled the tow truck company, who said they wouldn't be able to head out for another few hours, and there was nothing he could really do about that so he just told them to get on it as soon as possible and let him know when they got there. The lady had already insisted that he stay there until he got his car back, so he just gave them her address and phone number and hung up. Then he rung Aperture, praying that someone was there who would pass along his message.

"Aperture Laboratories," the voice on the other end said, one that Wheatley didn't recognise. He never recognised people on phones, though, so it didn't bother him.

"'allo, this is Wheatley," he began, deciding there were probably no other 'Wheatleys' at Aperture and that he didn't need to provide his last name. "I've been in a car accident. I won't be making it into work this morning, once they've got my car out I'll um, I'll have to take it to the shop. Get it looked at, make sure nothing's horribly damaged. Let them know for me, will you?"

"Sure," the voice answered, sounding bored. "Is that all?"

"Look… this is going to sound weird, I know, but… can you let GLaDOS know I won't be coming?" he asked hesitantly, twisting the phone cord around his fingers. "I go in to see her every day, and I don't… well, just tell her, or ask someone to tell her, if you please. That'd be… that'd be greatly appreciated, mate."

"Sure," the voice repeated.

"Thanks," Wheatley said, hanging up, and he suddenly felt much better, picking up the mug and downing the still warm tea in a few gulps. The lady had gone back upstairs, possibly to bed, and Wheatley was glad of that. Old English ladies were usually fascinated with his ability to talk nonstop about absolutely nothing, and though he was sure he still could at the moment, he didn't really want to. He leaned his head back against the couch, letting the relief and the warmth seep through his body, and soon after that he fell helplessly into sleep.


	9. Chapter 9

Chapter Nine

All too soon, the tow company called and told him they'd arrived, so Wheatley drunkenly peeled himself off the couch and stumbled outside, rubbing at his eyes and wishing he'd taken his loafers off, because even though the lady's house had been wonderfully warm, they were still sopping wet. He blearily paid the tow truck driver whatever sum he'd come up with and got into his car, barely even noticing how cold it was. He was in far too much need of another dose of cold medication.

Wheatley's commute on a good day was roughly an hour and a half, and today was apparently not a good day. The good news was, his car worked fine. The bad news was, the traffic was so bad it didn't matter if his car worked, because he could have walked faster on this road than he was driving. And the worse news was, he really needed to use the facilities, as it were, and he was still a good hour away from home _if _the traffic got moving anytime soon. He bit his lip and tried not to think about it. It was going to be a _very_ long drive. Or roll, he supposed, since he hadn't done any actual driving in at least twenty minutes, only tapped on the gas and let his car drift to a stop every now and then. He turned up the radio and clenched his thighs together as best he could.

Two hours later he finally ended up in his driveway, and once he took care of his more urgent problem he turned his attention to figuring out which auto shop had not gouged him terribly the last time he'd needed something. His stomach rumbled insistently all the while and his nose would not stop dripping, not to mention he could hardly see through the cloud of dried water on his glasses, so finally he gave up and got on those things instead. Besides. He could puzzle out which shop it'd been while he was eating, he'd be more coherent on the phone if his nose wasn't plugged, and he couldn't see the phone numbers anyway.

He managed to make himself a pair of fried eggs without setting off the smoke alarm or burning the toast, and after downing a good amount of cold medicine and clearing off his specs, he happily munched on that while again perusing the phone numbers. He soon found the one he was looking for and dialled them after he'd finished eating, and they pencilled him in for late afternoon, which he was quite pleased about. Now he had time for a nap.

He drank a glass of orange juice and swallowed some more cold medicine for good measure, though he thought that he might've taken too much by now, and sure enough by the time he'd brushed his teeth and changed out of his still wet clothes he was thoroughly dizzy. Oh well. He'd sleep it off.

He sprawled out on the couch, since he much preferred it to his bed for napping purposes, and lay back to thoroughly enjoy the warm sun on his face filtering through his front window. Ahhh yes, this was going to be a lovely nap.

When his alarm went off, he stretched contentedly and sat up, rubbing his face. He felt very refreshed, though if truth be told he was still a bit lightheaded, and he retrieved his other pair of loafers from the front closet and put them on. He whistled as he headed out to his car, swinging the key ring around on his finger and wondering why everything was so fuzzy, because he distinctly remembered cleaning his glasses before breakfast. It was only after his keys went flying off his finger and there were no glasses on his face to clear off did he realise his mistake, but he only laughed and headed back inside. Happily, he had forgotten to lock the door again, so he didn't need to dig around half-blindly in the snow to find his wayward keys.

He actually made it to his appointment on time and watched through a murky glass window in a cold, white-painted brick waiting room with some dirty diplomas from some auto school or another as the mechanics went over his car. After about an hour or so they told him that his car was fine, except that the wheels needed realigned, and he nodded and told them to go ahead.

They got that done within another hour and they gave him a very reasonable price for doing it, which he happily paid them and went on his way. He was going to take a lovely shower when he got home and then he was going to make some fried chicken for supper, hopefully, and _then_ he was going to bed. And what a welcome rest that would be! Naps were nice, but they only went so far.

He took what must have been the longest shower he'd ever had, washing himself up thoroughly and even getting behind his ears, for once, and he decided he was just going to put his pajamas on instead of his clothes. He would only have worn them for an hour or two at the most anyway. So he tripped into his dark blue pajama bottoms and stretched his white t-shirt over his head, getting it stuck on both his nose and his ears, decided he could wait until tomorrow morning to shave, and went downstairs in search of that fried chicken.

To his great delight, it ended up more well-done than burnt, and after he'd eaten it and done the dishes he took a cup of Earl Grey up to his bedroom and settled into his blankets. He left the telly on some made-for-television film and sipped contentedly at his tea, and when that was finished he fell into a doze, greatly enjoying the sensation of having a belly full of warmth and a cozy bed to match. When the film ended, he jolted awake, but only long enough to shut the telly off. Then he nestled his head back into his pillow and closed his eyes.

He slept very deeply and woke up very late, sometime in the middle of the afternoon, and he was a bit confused as to why when he remembered it was Saturday. So he did not get up, and instead watched the birds and the sun and the clouds drift by outside his bedroom window, moving only to scratch his nose or rub his ankle or pull down his pantleg or some such, and only after his stomach made it good and clear he needed to fill it back up again did he sit up. He yawned hugely and stretched, which felt wonderful, and he shook his head vigorously to rearrange his hair and stuck his glasses on his face.

After eating a couple of tuna fish sandwiches, he decided he was going out for tea, so he stuffed his battered brown leather wallet into his pocket and pulled on his jacket. It was nearly as warm out as it had looked out his window, so even though he'd forgotten to put socks on again it wasn't too bad. He went to this lovely little café he visited every so often and sat on a high stool in front of the large storefront window, sipping at it slowly. He preferred the stools because he sat more easily in stools, most of the time, and these ones were quite high, high enough in fact that he could even swing his legs a little without touching the floor.

By the time he took his leave, it was getting dark out, but he wasn't quite ready to head home just yet. So he walked farther down the street and went into the theatre, paid for a ticket for whatever film was playing, and sat down in the back row so he could put his feet up on the seat in front of him and wrap his arm around the one next to him. He didn't really pay attention to it and listened more to the film reels spinning behind his head than to the dialogue. He was having a rather nice day, all things considered: he hadn't tripped, broken anything, or been yelled at by anyone. But something was missing, and the fact that Wheatley knew exactly what it was did not help.

He was lonely.

Wheatley closed his eyes and imagined how this day might've gone if he'd had … _someone_ at home, so to speak. He'd've woken up late with her, whoever she might be, and they would have cuddled together until they'd decided to get up for lunch. He'd've taken her hand and the two would have walked down to the café, Wheatley probably swinging their arms a little, and they'd've taken their tea in front of the window, with Wheatley helping her up into the stool. They would have looked out the window and had a lovely conversation, and if he was lucky she would laugh at his jokes. Then they would have gone into the theatre, and he'd have his arm around her right now instead of the back of this seat, and they would be watching the film together or perhaps doing… 'other things'. He didn't actually know what 'other things' were, because though he'd heard young men were supposed to do 'other things' in the backs of theatres with nice young ladies, but he'd never held onto one long enough to do that. He usually lost them back around the whole 'inviting them for tea' bit. American girls tended to either look at him funny or laugh and tell him how quaint and old-fashioned he was, and if he did manage to get one to agree to meet him, he usually lost them somewhere at the 'having a lovely conversation' bit. Wheatley was actually a little frightened of girls, particularly American ones. It was probably his imagination, but he found them a lot more forceful than English ones, and it was very difficult to hold a conversation when he couldn't get the words out of his mouth. More than one of these occasions had ended with him blushing down into his tea, the girl in question looking like she thought she'd wasted an afternoon. He'd had a couple of girlfriends so he was not _completely_ ignorant, but back home, where it was easier. American girls did not drink tea or put petrol in their automobiles, and they counted their height in inches and their weight in pounds. Abruptly, Wheatley stood up and left the theatre. He didn't want to think about the empty seat next to him any longer.

He was still worn out from the whole accident business, so when he climbed into bed he fell asleep quickly, but when he woke up the next morning he stayed in bed merely because he didn't see the point in getting out of it. True, he had laundry to do and he'd forgotten to eat last night, but it was snowing. He hated it when it snowed. It always felt as though it were coming down on top of him too, smothering him in it.

Eventually he grew so hungry that he started to get a headache, so he crawled reluctantly out of bed and toppled onto the floor, smacking his head against the night table. He whimpered a little, holding his hands to his forehead. He angrily drove his glasses into his face and stood up, stuffing his feet into his loafers. That kind of day, was it.

Sure enough, he burned the soup, scalded his hand pouring out the water for his tea, got completely soaked putting his clothes in the washer, and tripped up the stairs out of the basement, bruising his knee so badly he actually couldn't get up for a few minutes. He threw himself down on the couch and propped his arms up on the back, staring grumpily out the window. If he'd had a… _significant other_, he wouldn't get into all these messes! He'd've had someone to help him out, like his mum and his sister had when he'd lived at home. His sister in particular had been very helpful, labelling things and posting up reminders like there was no tomorrow, and he would oftentimes bring her small things when he got home from school or work or the like. Nothing too fancy, just small flowers or chocolates, and she would always smile at him and give him a lovely hug and say, 'Wheatley, how come you can never remember to separate your whites from your darks, but you always remember exactly what chocolate I like and where I like it from?' And he would shrug and hug her back and think about how lucky he was to have such a kind little sister. And he had in fact forgotten yet again to divide up his clothes, but it was far too late now. He scratched his nose and thought about giving her a ring, but it wouldn't be very kind of him to do that, knowing what sort of mood he was in. The plain fact of it was, Wheatley knew he was a high-maintenance sort of person, but he did his best, he really did. And he _could_ remember things when he really tried. He just didn't usually have the motivation. He hoped that his sister had tracked down that nice English gentleman she'd always dreamed of marrying. He didn't think she'd quite married him yet, because he really doubted she'd get married without him being there, but found him, at least. He'd wanted to scope the guy out before she got too attached, even though he knew she was perfectly capable of finding her own husband, but he'd wanted to judge for himself whether or not her chosen man was good enough for her. He wouldn't be, because there was no man who existed who was good enough. But Wheatley wanted to do it anyway. Though who was he to judge, really. He couldn't even get an American girl, so what did _he_ know about proper English men.

His day did not end soon enough.

He did not feel any better when he arrived at Aperture the next morning, though his cold was gone. There was that. He'd dug up an old wooden checkerboard before heading out, remembering at the last minute that he needed something to do with GLaDOS, and though it was a bit musty she probably wouldn't care. She didn't have a nose and she couldn't feel the dust through the maintenance arms.

He walked into her chamber with the board tucked under his arm, and he felt a bit better as soon as he saw her, though he didn't really know why. She wasn't really doing anything, just watching one of the system logs again, and he wasn't sure if he should bug her or not. He set the board down and stepped a little closer, calling out, "GLaDOS?"

She tensed for a long moment, then snapped around and stared at him for another extended period. All of a sudden she lunged at him, knocking him down to the glass in a very painful fashion, and either through pressure or through her sheer weight he was pinned almost completely. She was rubbing the side of her core on the side of his face very enthusiastically, and he just lay there, baffled, and let her do… whatever she was doing. After a little while of that she snapped up, her core directly overtop his face and her optic tilted level with his eyes, and he just kept staring at her. He noticed almost in passing that her optic was so dark it was almost off.

"What's gotten into you?" he asked, sitting up as soon as she backed away, but she couldn't answer, of course, and instead started nudging him at random intervals. He began to feel very, very flattered from all the attention and decided she deserved a bit of a rubbing for being in such a good mood. "You look like no one told you I was gone," he said, laughing, and she moved out of his reach and shook her head.

He frowned. "No… no one told you I was gone?"

She nodded to this, and he leaned forward. "I called here, Friday morning!" he exclaimed, spreading his hands. "I told them I wasn't going to make it, and to tell you!"

She shook her head slowly, and his hands balled into fists. "Bloody wankers," he muttered. "They never listen."

She nudged him again, and he went back to stroking her core softly. "Sorry, luv," he told her apologetically. "I got into a car accident. Drove myself into a snowbank. Had to get a bit of a repair. I didn't mean to leave you all alone here with no news."

She poked at his forehead with her lens, and he reached up with his free hand and felt the bruise he'd gotten falling out of bed the previous morning. "Oh no, I got out of the accident in one piece," he told her, wondering why a blush was working its way onto his face, "that's from… something else."

They sat like that for a while, him running his hand softly up and down her core and her watching him calmly, as usual, and then suddenly she hitched back and shook herself out a little. When she didn't come back down, he realised that it must have been quite a strain for her, coming that low, and he moved more within her reach and opened the checkerboard.

He told her what the rules were, but seeing as she set up her own pieces without any help from him, he was pretty sure she knew what they were already. They played that until lunch, upon which time she put the pieces back in the box and pushed it away, and Wheatley took that to mean they were done checkers.

He came back with his lunch, a container of potato salad, and he let her inspect it before actually eating it. She looked as though she wanted to poke it with her lens, but seemed to decide it wasn't worth getting her lens dirty and backed away. Even though she hadn't really done anything of note, he found himself stroking her again, but when he realised what he was doing he only shrugged and went on doing it. His time with her was pretty much over, anyway. She was far too smart for him to have to teach her things anymore. It made him sad to think that he would no longer be able to spend his day with her and would instead have to spend it with some boring old machine, trying to spy on his former employers. Yet again he wished GLaDOS could talk. He would have liked to know whether she'd miss him or not, though he thought she probably would, thinking back to that morning's reaction. That thought earned her a bit of a rub, and after that she pushed her core into the back of his right shoulder and pressed her lens into the side of his neck. He found himself liking that very much and reached underneath her core as far as he could, which he thought might've been all the way around it but he wasn't sure, and held it to his side as best he could, happy for once that he was left-handed. If he hadn't been he'd've spilled his lunch every which place.

After lunch he dug out the laptop from the desk in the corner and showed her the batch of programs they wanted her to run, and to his complete surprise she ran all of them upon being told that. His heart sank. It really _was_ over. Though she was only a few months old, she was already so intelligent that simple things would no longer hold her attention. She needed to do things that… that adult supercomputers did, like run long strings of calculations and supervise a thousand programs at once. He left the room feeling very heavy, and he went to tell Henry the… well, Henry would think it was good news, but Wheatley's gut was clenched just thinking about going back to his desk.

He told Henry in a dull voice that she was ready, and Henry pumped his fists in the air and turned to his computer, presumably to send her information that needed analysed or some such, and Wheatley left and sat down in his neglected chair. He didn't turn his computer on for a good twenty minutes.

When he finally had, his desktop email application was overflowing with unread messages, and he went through them reluctantly. Most of them were spam emails, which he deleted uncertainly, never quite sure which ones were spam and which ones were not, and stared confusedly at an email without a subject that merely read 'hello'. It _looked_ like spam, but he'd never seen spam like_ that_ before, and when he saw the sender's address his mouth dropped open and stayed that way for a good two minutes.

_That… that's not really you, is it?_ he typed hesitantly, wondering why he was doing this instead of just running down and asking, but he was pretty stunned and didn't really trust his legs at the moment. Almost immediately after he'd sent it he got a new message, this one reading _who else would it be seriously now how many people do you know who use your email address and send other people messages and pretend theyre you none thats how many and besides no one knows i have an email address so why would they use it_

Wheatley spent a good five minutes puzzling that one out. Obviously GLaDOS still had a few things to learn. Such as punctuation. At least she could spell.

_I didn't know you could talk,_ he replied after he'd figured it out.

_im not talking im emailing thats different_

_If you can…_ he pressed backspace and restarted. _You can hold a conversation, so why don't you talk?_

_i cant_

He frowned. _What do you mean, you can't?_

_i dont know why i just cant_

_But you can make noise_, he pressed. _Talking is just organised noise, right?_

_i KNOW that but i can't_

_I'll look into it,_ he told her, horrified at the thought of being able to talk but not being able to get the words out. _Maybe something's broken._

_are you coming back_

_Not for a while._

_why_

_You don't need me any longer, _he replied sadly. _I've been taken off you and put back on my original assignment._

_youre not on me how did you get taken off of me and what is your original assignment_

_You were my assignment, _he typed slowly, not sure of how to explain it to her. _I was supposed to help you learn until you could learn on your own. And now you can, so I'm back to trying to hack into Black Mesa's mainframe._

She took longer to answer than previously, and what she said made him very sad.

_you were only here because i was your assignment_

_No!_ he sent, before he'd quite finished the message. _I asked them to put me on you. You were called the GLaDOS Project, see? And I wasn't on it. But I was there when they woke you up. I came back that night and talked to you. It was after that that you were my assignment._

_you wanted me to be your assignment_

_That's right._

_and im not your assignment anymore because you dont need to teach me things anymore_

_Yes._

_i can pretend to be stupid would that help_

He laughed and pushed up his glasses. _Far too late for that, luv._

_well youll come back right you didnt even tell me you werent you just didnt come back_

There was a pleasant warm feeling in his stomach and he asked, feeling a bit shy, _You want me to come back?_

_its very quiet when youre not here i dont like it_

Wheatley felt a bit sad upon hearing it and thought of something he could say to comfort her. _But now we can talk to each other, so that's not so bad, right?_

_we could have before if you had turned your computer on i didnt bother sending you a message before because you never logged onto the network so what would be the point id be wasting my time_

Wheatley had to admit that was probably true. He hadn't used his own login in a long time, having to use Henry's when it came time to show GLaDOS new programs or commands to use. _I… guess you're right._

_of course i am are you coming back or not_

_I'll come by before I leave._

_youd better_

Wheatley laughed and got to work.

When he went to see her before he went home, he told her more than once how clever she was and she looked very satisfied with herself. He gave her a hug and rubbed her a little bit, which she was very pleased about. He knew this because she gave him a good solid nuzzling after he'd finished the hug.

He headed home in a very good mood, his face still tingling a bit where she had rubbed it, and he stood there and stared at his dusty laptop for a good long while. He had Internet, which he didn't use all that often because he often ended up in the middle of nowhere, in Internet terms, and he wasn't quite sure he had email set up on that thing yet. He thought it over while he ate a pair of grilled cheese sandwiches and a small packet of crisps, then decided to go ahead. Happily, he had no password and so didn't have to hack his own laptop, and even better, the email program _was_ set up and there was already an email in his inbox. He eagerly clicked on it, but when he saw the email the smile melted from his face and he had to take his glasses off, because his eyes had started to tear up uncontrollably and water was spilling out over his cheeks.

_look wheatley now i can smile too :)_


	10. Chapter 10

**Note: GLaDOS discusses Christianity in an unflattering way, so heads up for any of you that might offend.**

Chapter Ten

As it turned out, GLaDOS loved to talk.

Wheatley had finally met someone who talked as much as he did, only she actually talked more, because he couldn't answer all of her emails at the rate she sent them. She never wrote full messages, either, preferring to send them off one thought at a time, and he supposed if he were a supercomputer who could send emails faster than it took him to think the word 'email', he'd do the same thing. Half the time she seemed to be just sending him whatever she happened to be thinking about at the time, at one point complaining extensively about some badly written function in the mainframe programming, and he couldn't make heads nor tails or it, let alone comment. She talked almost incessantly, but she seemed to understand that he was at work and couldn't answer her straightaway, though he did find himself reading her messages rather more often than he should have. He was simply baffled that someone wanted to talk to him this much in the first place. Sure, she was a giant robot with no one else to talk to, though for some reason she kept saying that the mainframe would not leave her alone and it seemed to have nothing to do with the instructions it needed, but he was flattered all the same. You wouldn't have thought she was doing this, the way she acted when he went to see her at lunch; she flatout ignored him, as if he wasn't even there. When he asked her why, she told him not to worry about it, and not to stop coming. Even if she was ignoring him, it was better than eating lunch in the break room by himself, so he shrugged and did so.

Come evening, though, things would change.

After five o'clock, she would stop ignoring him and come down and listen to him talk, sometimes about what he'd been doing or clarifying things he couldn't quite explain via email, and she would watch him carefully and listen to every word. He wasn't quite sure what the pattern was, or the triggers maybe, but every so often she would give him a shove or a nuzzle, which he found himself enjoying quite a lot. In return he would give her a rubbing or pull her core to his side by reaching underneath it, and she seemed to like it well enough. On Fridays in particular she became very affectionate, pushing her core into his shoulder and pressing her lens into his neck, and while she was doing that he discovered by accident that she liked it when he gave her a bit of a scratch. He hadn't known she was able to feel such a thing, but she could, and when he did that and then rubbed at the place he'd scratched she became very gentle for a while.

Some days she had to run long, complex strings of calculations, which she showed him on occasion and made his head hurt just to look at, and when he went to see her on those evenings she was often tired and listless. He hadn't thought that a supercomputer could get tired, but when she told him about how she felt he realised it was akin to the kind of fatigue he got when he thought too hard, and he decided that made sense. When that happened he just sat and stroked her and spoke to her in a low voice until she fell asleep, which she also had the ability to do surprisingly enough, and then he would take his leave and hope his getting up didn't wake her, as it sometimes did.

Other days Wheatley would be tired or disheartened, or otherwise out of sorts, and he would go to her with the intention of telling her he was leaving, but unfailingly finding himself sitting down and telling her about what was bothering him. Every time he turned to leave she would grip one of his shoulders very gently in one of her maintenance arms, and he would return to facing her once more to find she'd made him a cup of tea. Well, everyone knew that was practically an invitation to tell someone how you were feeling, and he would give her a sad smile and sit down. And she would listen. She would watch him carefully, nearly motionless, until he was finished, and then she would give him a nuzzle or a hug, depending on how upset Wheatley was at the end of it. He tried not to do it too often, but found himself doing it more than he meant to. But it was just so obvious to him that she wanted to _know_ and she wanted to _help_, and he just couldn't help himself.

It soon became well known that GLaDOS would not listen to anyone except for Wheatley, and was downright obstinate to everyone else in the building. He often had to go into see her, wringing his hands apologetically and trying to get her to look at him, which she never did during the day even when he wasn't there to ask her to do something. She always did as he asked, though sometimes not for several hours later, and if someone got impatient and forced her to execute a program, she would shut it off and refuse to run it for days at a time.

Henry often came into Wheatley's office, Wheatley hurriedly exiting his email window, and sit on his desk, rubbing tiredly at his eyes. "What the hell's going on with her?" he would ask, one leg crossed over the other and his hands on his knees, and Wheatley would shake his head. "There's nothing wrong with her, mate," he would answer, one eye on the email counter at the corner of his screen. "She just likes to do things on her own time."

"But her time is _our_ time," Henry protested one morning, pushing up on his thinning hair in frustration. Wheatley looked up at his former mentor and said quietly, "Don't you get that's part of her problem?"

"Her problem?" Henry asked, brows screwing up.

"She's _alive_, Henry," Wheatley told her for the umpteenth time. "She gets tired of working all the time. She gets tired of doing things for other people nonstop. Does she get any recognition or respect? No. I saw Mel in there yesterday getting mad at her for screwing up a whole bunch of calculations, even though it was Mel who'd given her the wrong equation. Mel blamed her for it and then told her she should have known what the proper equation was without being told!" He shook his head. GLaDOS had, in fact, known the equation was wrong, but she'd had no idea what she was doing the calculations _for_ and hadn't known whether it was a new equation or not. But they both knew they had to keep their correspondence a secret, so Wheatley could not tell Henry that.

"I guess that might get frustrating after a while," Henry admitted, scratching his nose.

"A while?" Wheatley asked, a little helplessly. "Henry, mate, that's her _life_."

Henry spread his hands. "What are we supposed to do, Wheatley? I mean, even though she acts like an obstinate teenager half the time, you know as well as I do that getting people to see her as alive is a huge stretch."

"Caroline's alive," Wheatley murmured, before he could stop himself. Henry planted his right hand on the desk and leaned forward.

"What? How do you know?"

"She… she told me about a dream she had, once."

"She _dreams_?"

"She's alive, goddamnit!" Wheatley cried, turning to face Henry and slamming his fists into the armrests of his chair. "Yes, she dreams, and she's dreamt of having arms and legs but being unable to move them. There's no other reason she would dream that. Caroline made it."

"But instead of integrating with the AI, she woke it up," Henry mused, squinting into the corner. "Makes sense. But Wheatley… why didn't you tell anyone?"

"Who would've believed me?"

"I believe you," Henry said quietly. "I believe everything you say about her."

"If I'd told anyone," Wheatley said darkly, turning to face his monitor again, "she'd be dead right now. You'd've thrown her away in favour of trying to extract someone who might not even be conscious in there. GLaDOS didn't ask for us to make her, didn't, didn't ask to be built, and to have been treated as the, the by-product of a failed experiment would have been _wrong_."

"There's a decision I'm glad I didn't make," Henry muttered. He shifted his weight, rubbing at the bald spot on the back of his head. "Keep doing what you're doing, I guess. But does she know that people don't see her like you do? That they're going to get fed up with her one day and just… be done with it?"

"She knows," Wheatley answered. "She just doesn't care."

"She doesn't care if she dies?"

"Why would she?" Wheatley told him listlessly, tipping over his mouse and popping out the trackball, letting it roll off the desktop and into his hand. "She doesn't know what death is. You can threaten her with it all you want, she doesn't know what it is and she's not going to care."

"You haven't told her?"

"I have," Wheatley said, spinning the trackball in his palm, "but I can't… she doesn't _get_ it if she hasn't seen it. She needs, she's got to have facts. Proof. She's never seen death, never _experienced_ it, so she… it means nothing to her."

Henry went silent for a long moment.

"She's going to get herself killed, one day." He leaned forward. "Don't tell anyone I told you, but… we're coming up with _initiatives_ to… uh…"

"Control her," Wheatley said dully. Since when had he been the depository for deep dark secrets? He held all of GLaDOS's, and his own, and now Henry's. "You're going to control her. Which means you're getting rid of me."

"You haven't been doing that much work lately," Henry said in a low voice. "The higher-ups have noticed."

Wheatley put the trackball back into the mouse and closed it back up. "How can I, knowing that she's out there by herself and I'm the only one who gives a damn about her?"

"Wheatley – "

"Just… just go," he said, putting his head in his hands and fighting down the lump in his throat. "Just get out of here. I don't want to hear anymore."

He listened as Henry clambered off the desk, felt him press a firm hand to his shoulder, and when Henry had closed the door he took his glasses off and gave his eyes a good rubbing. Oi. That was just great. He was going to be fired, and she was going to be left all alone in there, and one day they would kill her. Whatever they were coming up with to control her, it wouldn't work. He knew that one hundred percent. She would fight it, she would think her way around it, and then they would kill her. And he couldn't tell her, because she didn't understand what being dead meant. What a mess. What a bloody horrible mess.

He did not look at any of her emails, because he could not get rid of the lump in his throat and didn't feel like crying, and when he sat down with her that night he had an awful stomach ache and his eyes hurt. Now he was the one who was tired and listless, and he told her it was because he wasn't feeling well and not to worry about it. After about five minutes she gave him a cup of tea, and he stared at it, confused. When he realised she was trying to make him feel better he did start crying, pressing himself into her core with a desperate hug, and she held him in her own way for a good long time. When he'd finally let go, wiping his swollen eyes, she had given him that inquisitive look she had, but he could not tell her and only shook his head and wrapped his fingers around her offering.

When he got home he opened his email, more to clear out his inbox than anything, he frowned upon seeing that one of the messages was flagged. She'd never done that before, and out of curiosity he opened that one first.

_Why won't you tell me what's wrong?_

Damn her for being so intelligent.

_I told you. I'm not feeling well._

_YOU'RE LYING_

Wheatley actually jumped when he opened that message. She was good and upset, she was, and he needed to fix it. Fast.

_I'm not lying._

_Look. If you don't like something I said, just tell me. Don't pretend it isn't bothering you. Which it obviously is. Just tell me what I said, and I'll apologise._

_What are you talking about?_

_You haven't answered any of my emails for the last three hours. That implies I said something that offended you in one of them._

Wheatley smacked himself in the face. _No, luv, I haven't even read those yet. It's something someone else said. Not something you said. I promise. _

_What does that mean?_

_What, a promise?_

_Yes. You seem to use that term when you're being serious about something._

Wheatley took a long moment to think it over. _A promise is… it's like absolute truth. For example, if I said I promised to come and see you tomorrow morning, I would come and see you no matter what. Unless I was dead or something. Then I couldn't._

_What's the difference between a promise and just saying you'll do something?_

_A promise is related to trust,_ Wheatley tried to explain. _If someone makes you a promise and then breaks it, you know you can't trust them. Nothing they say is worth anything. But if someone makes you a… major promise, and they keep it, you know you can trust them with your life._

_So you're saying it's absolutely true that I didn't offend you._

_That's right._

_And before. You promised me nothing would happen if I came down to you when the scientists woke me up the second time. _

_Yes. I wanted you to know you could trust me._

_And you promised me that I would have some fun if I learned to use the maintenance arms._

_And you did._

_And you will never break a promise you make to me?_

_I promise I will never break a promise,_ Wheatley typed, laughing, and the next message GLaDOS sent merely contained a smiley face.

_Make me two promises._

_Sure._

_Promise you will never lie to me._

_I promise I will never lie to you._

_Promise you will be my friend forever._

_I promise I will be your friend forever._

_Good. We've got that settled, then._

_Now you make me two promises._

_I'll decide after I see them._ Ohh, typical, stubborn GLaDOS.

_Promise you will never lie to me._

_I promise._

_Promise you will be my friend forever._

_I promise. :)_

_Don't you break those, now,_ Wheatley teased, smiling himself. _Else I can't trust you with a wooden nickel, let alone my life._

_Out of all the people at Aperture, I am the most likely one you can trust with your life. Who do you think's going to be saving it if you collapse in one of the service hallways? Oh, that's right. Me._

_No one I'd rather._

_Do you mean that?_

_I just promised not to lie to you, didn't I?_

_Oh. Right._

_I wish I knew what your voice sounded like._

_Believe me, I'm waiting to find out myself,_ she answered, in what he would have imagined to be a tone of dry sarcasm. _Would you stay here longer if I could speak?_

_Probably,_ he admitted. _It's dreadfully difficult for me to sit in the same room with a silent person for hours at a time. Nothing against you, you're a lovely person even mute, but you know how I am._

_Come tomorrow and fix it. I think something's disconnected in my core. If I'm correct, which of course I am but one must always have a null hypothesis, my speech emulator is not connected properly. _

_You are… honestly quite amazing_, Wheatley told her, eye wide. _If something was off in my brain, I'd never know what it was._

_I'll be honest. Your brain's a bit more complicated. _

_Really? How's that?_

For the remainder of the night, GLaDOS explained to him to the best of her ability how the human brain worked, with Wheatley doing his best to understand it, and the only reason they stopped talking was because Wheatley fell asleep on the couch.

The next evening, after five o'clock, Wheatley went into her chamber with her instructions in his head as to how to take a look inside her core. It was going to be a bit tricky and complicated, but the prospect of being able to actually talk to her excited him too much to give up.

She was just as excited as he was, if her ducking into the default position as soon as she saw him enter the room was any indication. She had told him that if he did this wrong, she was not going to be able to move because her core would fall apart if she tried, so he'd better not do it wrong.

He was nervous, so nervous his palms were slick with sweat and his heart was fluttering in his throat, but he only swallowed hard and wiped his hands on his pants. Then he carefully removed the assembly on the side of her core, which she'd told him allowed her to shift her faceplate. She wasn't sure what the point of allowing her to do that was, but in any case if he put it back on wrong it wouldn't be too much of a loss.

"This is very heavy," he told her, laying down the assembly as carefully as he could. It was almost half as big as he was, and he honestly wasn't sure he could lift it up again. Then he remembered she couldn't even move now to indicate things to him, so he wiped his grease-slicked hands off on his pants again and pried open the case of her core to expose her motherboard. And what a wonder of electrical engineering it was! He stared at it for a full ten seconds, at nearly ten square feet of acid-etched pathways, transistors and capacitors of every size, wires that must have been every colour of the rainbow and some in between, and an IDE cable here and there. He bent in closer to read the destinations of the cables, but the light was too dim. Were they all for personal hard drives? He didn't really know that much about computer engineering, so he couldn't be sure, but he had a sudden urge to pull the motherboard out too and take a peek behind it. Until GLaDOS made her annoyed noise, which shocked him out of his reverie. Disconnected wire, disconnected wire… after a bit of searching he located a dangling wire, which he held between his fingers uncertainly. It must go… there! He shoved it into an empty hole, hoping it was the _appropriate_ empty hole, and then set about putting her core back together. She helped him lift the pieces with one of her maintenance arms, which he hadn't realised had cameras in them, and he secured them in place, afterwards stepping back and dusting off his hands. She'd said she might have to restart after he'd finished, but he hoped she didn't. A restart for a system of her size would probably take at least an hour.

She remained still for a long moment, and he leaned over, his palms on his knees. "Did it work?" he whispered. She didn't answer, looking like she was thinking, and after another moment she raised her core.

"Hello…?" she said cautiously, her voice a little distorted and thoroughly robotic, and Wheatley laughed, overjoyed, and wrapped her in a tight hug.

"You look… excited," she said haltingly, her words hitching in some places.

"I finally get to talk to you! Hell yes I'm excited!"

She laughed, or tried to; it didn't come out quite right, and she shook her head in disgust. "This is… awful-ful," she said, sounding annoyed. "I feel like I've… sssstarted over… all over ag-gain."

He smiled and patted her core. "You'll get better. Just keep at it, eh?"

"I d-don't _want_ to k-keep-eep at it. It'll take-take me a week to-to have one conver-versation-ation."

"No it won't," he said, trying to be encouraging. "You've a lovely voice, by the way."

"I'm surprised-prised you can pick it out thr-thr-through all the stu-stuttering and stat-static."

"We'll work on it," he said, sitting down beneath her. "We'll have a chat. D'you know much about your motherboard? I don't know much about 'lectronics, but it looked simply fascinating, it did. Are all the IDE cables for your hard drives, d'you know?"

As it turned out, she knew quite a lot about her motherboard for someone who had never seen either it or the blueprints for it, and he had her explain it to him as thoroughly as possible. Her words and her sentences were drawn-out and halting, and sometimes he couldn't tell what she was saying because the distortion was too strong, and when he gently asked her for clarification she would look away and not speak. He would assure her she was doing well and encourage her to keep going, and after about an hour or so she had enough of a handle on it that she could say most things relatively easily.

"There you are!" he said cheerfully, giving her a rubbing in congratulations, and she bent down to receive it. "You've done well, you really have. Good job."

"Thank you," she said, somewhat shyly. "And for fixing my problem. I can't believe those idiots couldn't manage to connect clearly labelled wires into clearly labelled ports."

"Thank God this all worked out," Wheatley yawned, stretching. "I was starting to – "

"Oh, don't be stupid," GLaDOS told him in a no-nonsense sort of way. "There _is_ no God. Modern Christianity is a mashed-together religion based on traditions and pieces of _other_ religions. I really don't understand why one would believe in such a thing."

Wheatley frowned. "It's just a figure of speech. Means you're terribly glad of something. And besides. If that's my opinion, I'm free to have it. You can't really say whether there's a God or not."

"Don't have a theological discussion with me, Wheatley," GLaDOS said, eyeing him seriously. "I'm a lot smarter than you and you're only going to end up embarrassing yourself. I'm saving you the trouble of that embarrassment by warning you before you start one. It's fine if that's your opinion. You may want to keep it to yourself, though. Opinions about fictional divine personas don't go over well in applied Science laboratories, and you can't argue the point about them with supercomputers."

"Are you saying my opinion doesn't matter?"

"Of course it matters. But you didn't invent God, did you. Therefore God is not your opinion, but someone else's. Don't convince yourself that other people's opinions are your own. That's foolish."

"God isn't an _opinion_, he's –"

"Does it not all make a little too much convenient sense? God just _happens _to make you in his image? And he just _happens_ to look like your own personification of a wise old man? And you just _happen _to have a book describing his miracles, which do not exist, because Science has repeatedly invalidated miracles. Oh yes, and he sends his incorruptible human son to Earth, which is nonsense because humans are corrupted from the day they believe they can think for themselves, and he just happens to be killed in one of the most horrendous ways possible. Not to mention the day you celebrate as his birthday actually is not his birthday."

"It's not?" Wheatley said weakly, indeed regretting pushing the point.

"Oh, Wheatley," GLaDOS said, shaking her head gravely, "if you'll pardon my use of human idiom, thank God I'm here to save you from your ignorance. Look. I'll tell you a secret. There's no Santa, either. He's an alternate personification of God used to control small children until they can be threatened sufficiently with the loss of eternal life. Which is also ridiculous. Really, how can you be alive if you haven't died? How can you define life without death to conclude it? Just like you can't have light without dark, you can't have eternal life without eternal death to even it out. But of course no one talks about _that._"

Wheatley stared at her with his mouth wide open.

"What."

"You've… thought all that out rather well," he sputtered. She shifted her chassis in her approximation of a shrug.

"You're acting like I've got something else to do."

"Don't you have… work to do?"

"You seem to overestimate the amount of actual attention I have to give to it. Think about it. How much attention do you really think Climate Control needs out of me? I set it up, it turns itself up and down as needed. I'm the supervisor. Like the engineer who walks around with a hard hat on and carries a clipboard, but doesn't do anything in public. He takes care of the administrative issues, you see. I don't have a whole lot of administrative issues yet."

Wheatley stuffed his hands into his pocket and turned around, intending to leave.

"Where are you going? You don't have to leave yet, do you? You said you would stay longer if I could speak."

"I… don't think I'm the right conversational partner for you," Wheatley said dully. "You need someone… smarter."

"I don't mind explaining things to you," she told him. "This isn't really that much different from emails, right?"

"You're a lot different in person."

"Oh."

She sounded so sad that Wheatley paused.

"So you don't like me in person. You'd rather I didn't talk."

He turned around, guilt twisting in his gut. "No! Of course not!"

"Yes, you would. You're leaving because you don't like the way I talk."

"It's not that, it's just, you're very…" He threw up his hands, trying to think of a way to describe it. "Look, sweetheart, even if you don't like my opinion, it's _my opinion_. It doesn't, there hasn't got to be _facts_ to back up an _opinion._"

"But then how can you prove it?"

"They don't always need proven. Can you actually prove that God does _not_ exist?"

"Well… no… I can't prove the existence of someone who doesn't… exist… oh!"

"GLaDOS!" Wheatley gasped, running up to her as she collapsed towards the floor. "What is it?"

"My head hurts," she said faintly. "How can I prove nonexistence? By definition it does not exist, so how am I able to try to prove it in the first place? This doesn't make any sense!"

"Oh my God," Wheatley whispered to himself, because when he laid his hand on her core it had suddenly become very hot to the touch. "GLaDOS, stop. Stop thinking about it."

"I can't prove something doesn't exist because I need it to exist in order to prove it doesn't exist which means that it _does_ exist which means that I can't prove that it doesn't because it does, but _how is it existing and not existing at the same time_?" she cried out, and Wheatley knelt down and crawled beneath her core. Oi, it was hot down there.

"GLaDOS. Listen to me."

"I need to figure this out. I need to prove the existence of something that doesn't exist so that I can prove that it doesn't exist, even though that would mean it does exist –"

"No, you need to stop. You need to stop right now."

"Wheatley, it hurts," she whimpered, lightning shooting through his stomach from the desperation in her voice. "Make it stop."

"Ssh," Wheatley said, reaching up and stroking her optic assembly haltingly. It was so hot he was afraid he was going to be scalded. "Tell me about your motherboard again."

"But you already _heard_ –"

"I have a terribly mem'ry. Tell me again."

Once she'd concentrated on doing that for a while, she cooled down considerably and relaxed, though she didn't raise herself, probably so that he would continue to do what he was doing. The metal had gone cold quickly, and he had been able to caress her more consistently.

"That was horrible," she murmured. "What _happened_?"

"Don't think about it," Wheatley said warningly. "You don't want it to happen again."

"I'll delete it from my memory," she told him. "It was a brief event. It shouldn't disrupt my personality."

"I hope not," Wheatley said, smiling.

"What's that supposed to mean?"

"I like your personality."

"You're probably the only one."

He shrugged. "There's only got to be one, right?"

She was silent for a long moment.

"I'm going to tell you about something. I… think I might have the same reaction. Stop me if I do."

"What is it?"

"There's… an experiment. A… well, it's a _thought_ experiment, which makes it highly suspicious to begin with, but imagine you have a box. And you put a cat in the box, and close it up. Is the cat dead or alive?"

"Alive," Wheatley said, wondering if this was a trick question. "You just put it in there, alive, right?"

"How do you know it hasn't suffocated?"

"Well, I suppose it might've after a day or so."

"But how do you know there are no holes in the box, and that it's not still breathing?"

Wheatley frowned. "This question has no answer!"

"I think about that a lot," she said quietly.

"Why?"

"You'll make fun of me if I tell you."

"Why would I do that?"

"Because it's stupid." She pulled up suddenly, which he found himself feeling kind of disappointed about. "Never mind. Pretend I never brought it up."

"No. I want to hear it. Tell me."

She looked at him for a long moment.

"I…."

He sat up and folded his hands together in his lap, leaning back against the railing.

"Honestly, I… ever since I saw that entry in the database, every once in a while I… _dream_ that I'm the cat. That's probably how I can talk about it without… _reacting_."

"What is the dream like?" he asked softly.

"I just… feel alive on the inside, but dead on the outside… or sometimes I feel dead on the inside and alive on the outside… like there's two of me, almost, and they have to exist as opposites at the same time…" She shook her head and looked away. "This is stupid."

"It isn't," Wheatley murmured, leaning forward to stroke her core. "I know exactly what you mean."

She whipped around to look at him, and he was barely able to move his hand in time. "You do?"

"Mmhm."

"Does everyone?"

He shrugged. "Can't say that for sure. Some people at some points, certainly. Probably not most people most of the time."

"Do you… want to know when… when I… when I get to be alive all the way through?" She was twisting her chassis and looking away from him, and he got the impression she was feeling terribly shy all of a sudden.

"If you'd like to tell me." He did his best to sound gentle and open.

"When… when you talk to me, I… I do."

Wheatley's heart melted right then and there and he smiled, getting up to wrap her in a hug. "I'm glad to hear I'm helping you out, luv."

"You always do," she said shyly. "You're different. You help me instead of making me help you."

"If you need something, you just ask, okay?" he told her, stepping back so he could look her in the eye. "Don't you ever feel you can't talk to me about something. I'm here, and I'll always be here."

"Because you promised. Right?"

He shook his head. "It's… more than that. The promise is… just something for you to reassure yourself with. Your proof."

"I like proof," she said, shifting backwards. "I can rely on it."

Wheatley glanced at his watch, though he didn't really want to know what time it was, and sure enough it was far too late. "I… have to go," he said reluctantly. "I need to be getting home."

"Oh, that's true. Hurry up, before I have to lock down the facility. We wouldn't want you to get stuck in here. Can I… email you, or have you had enough of me for the day?"

"Of course I haven't," Wheatley told her, wondering why she'd even thought such a ridiculous thing.

"Are you sure? I talk to you approximately twelve hours a day. Surely you have other people to talk to and other things to do."

"I never get tired of talking to you," he said, entirely truthful. "And if I do happen to get bored, or if there's something I need to go do, I'll tell you. Alright?"

"That sounds reasonable. I'll talk to you when you get home, then."

He honestly couldn't wait.


End file.
